Common use of Swing Line Commitments Clause in Contracts

Swing Line Commitments. Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3, the Swing Line Lender shall make Swing Line Loans to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b).

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall may, in its sole discretion, make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or from time to time after during the Closing Date toInitial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, but not including, the Maturity Date with respect to Revolving Loans and L/C Obligations exceed the Revolving Credit Facility; providedCommitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 may be repaid and, that after giving effect to any such Swing Line Loanthrough but excluding the Initial Revolving Maturity Date, (i) the aggregate amount of reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Borrower shall give the Swing Line Commitment Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date specifying (1) the identity of the Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of the Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 3.4(d). Unless the CoBank Cash Management Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower shall not use the or otherwise, including proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed to have requested or any other Person for any reason whatsoever; (ii) the Revolving Lenders to make Revolving Loans occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the amount condition (financial or otherwise) of the difference Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the manner and pursuant date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or Company in Dollars under the Aggregate Commitment from time to time after during the Closing Date to, but Commitment Period in an aggregate principal amount at any one time outstanding not including, the Maturity Date with respect to the Revolving Credit Facilityexceed $30,000,000; provided, however, that at no time (after giving effect to any the making of such Swing Line Loan and the use of the proceeds thereof) may the Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Maximum Availability. Amounts borrowed by the Company under this Section 4.1 may be repaid and, up to but excluding the last day of the Commitment Period, reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender irrevocable notice, which notice shall be in substantially the form of Exhibit H-3 (a “Swing Line Loan Request”), and which notice must be received by the Swing Line Lender prior to 1:00 P.M., New York City time on the requested borrowing date, specifying the amount of each requested Swing Line Loan. The Swing Line Lender shall not make any Swing Line Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or any Multi-Currency Lender that one or more of the conditions precedent contained in Section 9.2 shall not on such date be satisfied and ending when such conditions are satisfied. The Swing Line Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 9.2 have been satisfied in connection with the making of any Swing Line Loan. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Company by crediting the account of the Company designated to the Swing Line Lender with such proceeds. (b) The Company hereby agrees that each Swing Line Loan made by the Swing Line Lender to the Company pursuant to this Section 4.1 shall constitute the promise and obligation of the Company to pay to such Swing Line Lender, at the office of the Swing Line Lender listed in Section 14.2, in Dollars and in immediately available funds, the aggregate unpaid principal amount of all Swing Line Loans made by such Swing Line Lender pursuant to Section 4.1(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and, in any event, on the Multi-Currency Termination Date. The Company hereby agrees that the Swing Line Lender is authorized to record (i) the date and amount of each Swing Line Loan made by such Swing Line Lender pursuant to Section 4.1(a) and (ii) the date and amount of each payment or prepayment of principal of and interest with respect to each Swing Line Loan made by the Company to such Swing Line Lender, in the books and records of such Swing Line Lender and in such manner as is reasonable and customary for it and a certificate of an officer of such Swing Line Lender, setting forth in reasonable detail the information so recorded, shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded; provided, however, that the failure to make any such recording or any error in such recording shall not in any way affect the Payment Obligations of the Company hereunder. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and (i) at any time as there shall be $25,000,000 in aggregate principal amount of Swing Line Loans shall not exceed outstanding or (ii) on the last Business Day of any calendar week shall, on behalf of the Company (which hereby irrevocably directs the Swing Line Commitment and (iiLender to act on its behalf) the request each Multi-Currency Lender to make a Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed (as an Alternate Base Rate Loan) in an amount equal to be a representation by the Borrower that it is in compliance with the proviso at the end such Multi-Currency Lender’s Commitment Percentage of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then (the “Refunded Swing Line Loans”) outstanding exceeds on the date such notice is given. Unless any of the events described in paragraph (j) of Section 12.1 shall have occurred (in which event the procedures of paragraph (d) of this Section 4.1 shall apply) each Multi-Currency Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line CommitmentLender for its own account at the office specified for the Swing Line Lender in Section 14.2 prior to 1:00 P.M. (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. To the extent that any Multi-Currency Lender fails to make such payment to the Swing Line Lender, on demand, the Borrower Company shall be deemed substantially concurrently repay such Multi-Currency Lender’s ratable share of such Refunded Swing Line Loan. (d) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (c) of Section 4.1, one of the events described in paragraph (j) of Section 12.1 shall have occurred, each Multi-Currency Lender will, on the date such Revolving Credit Loan was to have requested been made, purchase an undivided participating interest in the Revolving Lenders Refunded Swing Line Loan in an amount equal to make Revolving Loans its Commitment Percentage of such Refunded Swing Line Loan. Each Multi-Currency Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. (e) Whenever, at any time after the difference Swing Line Lender has received from any Multi-Currency Lender such Multi-Currency Lender’s participating interest in a Refunded Swing Line Loan pursuant to clause (d) above, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Multi-Currency Lender its participating interest in such amount (appropriately adjusted, in the manner case of interest payments, to reflect the period of time during which such Multi-Currency Lender’s participating interest was outstanding and pursuant funded) in like funds as received; provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Multi-Currency Lender will return to the terms of Section 2.2(b)Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender.

Swing Line Commitments. Subject to (a) The Swing Line Bank shall, on the terms and subject to the conditions hereof and relying upon the agreements of the Revolving Lenders hereinafter set forth (including Section 4.3), make one or more advances (each such advance being a “Swing Line Loan”) to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in this Section 2.3, an aggregate principal amount not to exceed at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Lender shall Commitment as such amount may change from time to time. (b) The Swing Line Bank may on the terms and subject to the conditions hereinafter set forth (including Section 4.3) make one or more Swing Line Loans to the any Floor Plan Borrower at any time or from time to time after on any Business Day during the period from the Closing Date to, but not including, to the Maturity Date with respect in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time (not including Swing Line Overdraft Loans) the Revolving Credit Facilityaggregate amount of the Floor Plan Loan Commitments of all the Lenders; provided, however, that after giving effect to any such all Borrowings of Swing Line LoanLoans, Floor Plan Loans and all Floor Plan Loans requested on any date, the sum of the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans (ibut excluding Swing Line Overdraft Loans) shall not exceed the aggregate amount of the then applicable aggregate Floor Plan Loan Commitments. (c) Unless otherwise refinanced pursuant to Section 4.5, all Swing Line Loans (including the Swing Line Overdraft Loans) shall be evidenced by the Swing Line Note, under which advances, repayments and readvances may be made, subject to the terms and conditions of this Agreement and all other Swing Line Loans shall not exceed the Swing Line Commitment be due and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitmentspayable on each Floor Plan Adjustment Date. Each request by the Borrower for a Swing Line Loan that is a Eurodollar Loan shall mature and the principal amount thereof shall be deemed to be a representation due and payable by the Borrower that it is in compliance with applicable Floor Plan Borrower, as the proviso at case may be, on the end last day of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line LoanInterest Period applicable thereto. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower In no event whatsoever shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall Loan be deemed to have requested the Revolving Lenders reduce, modify or affect any Lender’s obligation to make Revolving Floor Plan Loans in the amount based upon its Pro Rata Share of the difference in the manner and pursuant to the terms of Section 2.2(b)Floor Plan Loan Commitments.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the any U.S. Borrower at any time or from time to time after during the Closing Date to, but Commitment Period in an aggregate principal amount at any one time outstanding not including, to exceed $75,000,000; provided that the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Lender shall not make any Swing Line Loans if, after doing so, the Aggregate Tranche A U.S. Facility Lender Exposure would exceed the Aggregate Tranche A U.S. Facility Commitment or the Aggregate Tranche A U.S. Borrower Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(a)(i)(B). Amounts borrowed by any U.S. Borrower under this subsection 2.4 may be repaid and, through but excluding the Maturity Date, reborrowed. All Swing Line Loans made to any U.S. Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Borrower Representative (on behalf of any U.S. Borrower) shall give the Swing Line Commitment Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the identity of the U.S. Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other U.S. Borrower identified in such notice at an office of the Swing Line Lender by wire transfer to the account of such U.S. Borrower specified in such notice. (b) Each of the U.S. Borrowers agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit I-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than five Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9(f)) each Tranche A U.S. Facility Lender, including the Swing Line Lender, to make a Tranche A U.S. Facility Revolving Credit Loan as an ABR Loan (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Tranche A U.S. Facility Lender’s Tranche A U.S. Facility Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection 2.4(c) shall not affect the obligations of any U.S. Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(b). Unless the CoBank Cash Management Tranche A U.S. Facility Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Tranche A U.S. Facility Lender hereby agrees to make the proceeds of its Tranche A U.S. Facility Revolving Credit Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Tranche A U.S. Facility Commitment of such, or any other, Tranche A U.S. Facility Lender at such time. The proceeds of such Tranche A U.S. Facility Revolving Credit Loans (including, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Tranche A U.S. Facility Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Tranche A U.S. Facility Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Tranche A U.S. Facility Commitments, make a Tranche A U.S. Facility Revolving Credit Loan as an ABR Loan (which Tranche A U.S. Facility Revolving Credit Loan shall be deemed a “Tranche A U.S. Facility Revolving Credit Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Tranche A U.S. Facility Lender’s Tranche A U.S. Facility Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Tranche A U.S. Facility Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Tranche A U.S. Facility Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Tranche A U.S. Facility Lenders to share in such Swing Line Loans ratably based upon their respective Tranche A U.S. Facility Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions this sentence is actually made, the purchasing Tranche A U.S. Facility Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Tranche A U.S. Facility Revolving Credit Loans made as ABR Loans. In the event that the Tranche A U.S. Facility Commitments shall expire or similar document terminate in part (and not in full) at any time while Swing Line Loans are outstanding, the applicable Borrower shall repay Swing Line Loans in the amount by which the outstanding Swing Line Loans exceed the continuing Tranche A U.S. Facility Commitments; and in the event that such Borrower fails to have its accounts that are subject do so, the obligations of each Tranche A U.S. Facility Lender pursuant to the CoBank Cash Management Agreement settle against prior sentence shall apply with respect to such Lender’s Tranche A U.S. Facility Commitment Percentage (calculated immediately prior to such expiration or termination) of the amount by which the outstanding Swing Line Loans in excess of the continuing Tranche A U.S. Facility Commitments not so repaid. Each Tranche A U.S. Facility Lender will make the proceeds of any Tranche A U.S. Facility Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Tranche A U.S. Facility Commitments expire or terminate and in the currency in which such Swing Line Loans were made. The proceeds of such Tranche A U.S. Facility Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Tranche A U.S. Facility Commitments. In the event that the Tranche A U.S. Facility Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Tranche A U.S. Facility Lender shall immediately transfer to the Swing Line Lender, in immediately available funds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Tranche A U.S. Facility Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Tranche A U.S. Facility Lender such Tranche A U.S. Facility Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from any Borrower shall not use the proceeds in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Tranche A U.S. Facility Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A U.S. Facility Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Tranche A U.S. Facility Lender’s obligation to make the Tranche A U.S. Facility Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.4(c) and 2.4(d) shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Tranche A U.S. Facility Lender or any of the difference Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other Tranche A U.S. Facility Lender; (v) any inability of any of the Borrowers to satisfy the terms conditions precedent to borrowing set forth in this Agreement on the date upon which such Tranche A U.S. Facility Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of Section 2.2(b)the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the any U.S. Borrower at any time or from time to time after during the Closing Date to, but Commitment Period in an aggregate principal amount at any one time outstanding not including, to exceed $100.0 million; provided that the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Lender shall not make any Swing Line Loans if, after doing so, the Aggregate U.S. Facility Lender Exposure or Aggregate U.S. Borrower Extensions would exceed the applicable limitations set forth in subsection 2.1. Amounts borrowed by any U.S. Borrower under this subsection 2.4 may be repaid and, through but excluding the Maturity Date, reborrowed. All Swing Line Loans made to any U.S. Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The U.S. Borrower Representative (on behalf of any U.S. Borrower) shall give the Swing Line Commitment Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the identity of the U.S. Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other U.S. Borrower identified in such notice at an office of the Swing Line Lender by wire transfer to the account of such U.S. Borrower specified in such notice. (b) Each of the U.S. Borrowers agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit I-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9(f)) each U.S. Facility Lender, including the Swing Line Lender, to make a U.S. Facility Revolving Credit Loan as an ABR Loan in an amount equal to such U.S. Facility Lender’s U.S. Facility Commitment Percentage of the principal amount of all Swing Line Loans (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such U.S. Facility Lender’s U.S. Facility Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of any U.S. Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(b). Unless the CoBank Cash Management U.S. Facility Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each U.S. Facility Lender hereby agrees to make the proceeds of its U.S. Facility Revolving Credit Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the U.S. Facility Commitment of such, or any other, U.S. Facility Lender at such time. The proceeds of such U.S. Facility Revolving Credit Loans (including, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the U.S. Facility Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each U.S. Facility Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the U.S. Facility Commitments, make a U.S. Facility Revolving Credit Loan as an ABR Loan (which U.S. Facility Revolving Credit Loan shall be deemed a “U.S. Facility Revolving Credit Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such U.S. Facility Lender’s U.S. Facility Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the U.S. Facility Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each U.S. Facility Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such U.S. Facility Lenders to share in such Swing Line Loans ratably based upon their respective U.S. Facility Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing U.S. Facility Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to U.S. Facility Revolving Credit Loans made as ABR Loans. Each U.S. Facility Lender will make the proceeds of any U.S. Facility Revolving Credit Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the U.S. Facility Commitments expire or terminate and in the currency in which such Swing Line Loans were made. The proceeds of such U.S. Facility Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the U.S. Facility Commitments. In the event that the U.S. Facility Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each U.S. Facility Lender shall immediately transfer to the Swing Line Lender, in immediately available funds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such U.S. Facility Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any U.S. Facility Lender such U.S. Facility Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from any Borrower shall not use the proceeds in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such U.S. Facility Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Facility Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each U.S. Facility Lender’s obligation to make the U.S. Facility Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.4(c) and 2.4(d) shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such U.S. Facility Lender or any of the difference Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other U.S. Facility Lender; (v) any inability of any of the Borrowers to satisfy the terms conditions precedent to borrowing set forth in this Agreement on the date upon which such U.S. Facility Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of Section 2.2(b)the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of hereof, from time to time prior to the Revolving Lenders set forth in this Section 2.3, the Credit Termination Date each Swing Line Lender shall severally (but not jointly) agrees to make Swing Line Loans in Dollars or euros (except with respect to Swing Line Loans under the Facility A-2 Commitments which shall be in Dollars only) to the Borrower or any Regular Subsidiary Borrower in an aggregate principal amount not to exceed $75,000,000 at any one time or from time to time after outstanding (each of the Closing Date toforegoing individually, but not includinga “Swing Line Loan”; collectively the “Swing Line Loans”), which Swing Line Loans may be borrowed under any of the Facility A-1 Commitments, Facility A-2 Commitments, the Maturity Date with respect to Facility B Commitments, the Revolving Credit FacilityFacility C Commitments or the Facility D Commitments; providedprovided that, that after giving effect to any the making of such Swing Line LoanLoans, (i) the aggregate principal amount of Swing Line Loans (including any Sterling Swing Line Loans, Australian Dollar Swing Line Loans and Canadian Dollar Swing Line Loans) made under any Revolving Facility (including the Sterling Facility, Australian Facility and Canadian Facility) at any one time outstanding shall not exceed $100,000,000 or the Non-Dollar Currency Equivalent thereof and the Aggregate Facility A-1 Revolving Extensions of Credit shall not exceed the Swing Line Commitment and (ii) Facility A-1 Commitments, the Aggregate Facility A-2 Revolving Extensions of Credit Facility Usage shall not exceed the Facility A-2 Commitments, the Aggregate Facility B Revolving Extensions of Credit shall not exceed the Facility B Commitments, the Aggregate Facility C Revolving Extensions of Credit shall not exceed the Facility C Commitments, the Aggregate Facility D Revolving Extensions of Credit shall not exceed the Facility D Commitments, the Aggregate Australian Revolving Extensions of Credit shall not exceed the Australian Commitments, the Aggregate Canadian Revolving Extensions of Credit shall not exceed the Canadian Commitments and the Aggregate Sterling Revolving Extensions of Credit shall not exceed the Sterling Commitments. Each request All Swing Line Loans shall be made on terms agreed upon by the Borrower for a relevant Swing Line Loan Lender and the Borrower or applicable Regular Subsidiary Borrower. The Borrower or applicable Regular Subsidiary Borrower shall give the Administrative Agent irrevocable notice (which notice may be deemed to made by telephone and confirmed in writing promptly thereafter) and must be a representation received by the Borrower that it is in compliance with Administrative Agent at or prior to 1:00 P.M., New York City time, on the proviso at requested Borrowing Date), specifying the end amount of the preceding sentence and with Section 4.2 after giving effect to the each requested Swing Line Loan, which shall be greater than or equal to a minimum amount to be agreed upon by the Borrower or applicable Regular Subsidiary Borrower and the relevant Swing Line Lender, and the Revolving Facility under which it is to be borrowed. Within such limits of time and amount and subject to the other provisions of this AgreementIn giving irrevocable notice, the Borrower may borrowor the applicable Regular Subsidiary Borrower shall designate, repay and reborrow at its option, one or two Swing Line Lenders to make one or more Swing Line Loans in accordance with this Section 2.3the relevant currency. Unless Upon such notice, the CoBank Cash Management Agreement is in effect and Administrative Agent shall promptly notify each applicable Swing Line Lender thereof. Each Swing Line Lender which has been designated by the Borrower has elected (without modification) pursuant to or the applicable Regular Subsidiary Borrower in its rule set instructions or similar document to have irrevocable notice shall make the amount of its accounts that are subject ratable share of each borrowing in the currency requested available to the CoBank Cash Management Agreement settle against Borrower or applicable Regular Subsidiary Borrower in the manner directed by the Administrative Agent on the requested Borrowing Date. (b) The Swing Line Lenders or any of them at any time and in their or its sole and absolute discretion, may, on behalf of the Borrower or applicable Regular Subsidiary Borrower (which hereby irrevocably directs the Swing Line LoanLenders to act on its behalf), request each Revolving Credit Lender under the Borrower shall not use the proceeds of any applicable Revolving Facility, including each Swing Line Loan Lender, with respect to refinance any outstanding all other Swing Line Loan. If at any time Loans, to make a Revolving Credit Loan under such Revolving Facility, in the aggregate principal balance currency of the Swing Line Loan(s) made by such Swing Line Lender(s) in an amount equal to such Lender’s Revolving Percentage under such Revolving Facility of the amount of the Swing Line Loans then (the “Refunded Swing Line Loans”) outstanding exceeds on the date such notice is given. Unless any of the events described in paragraph (f) of Section 8 shall have occurred (in which event the procedures of paragraph (c) of this subsection 2.3 shall apply), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line CommitmentLenders, at the office of the Administrative Agent prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 2.3, one of the events described in paragraph (f) of Section 8 shall have occurred, each Revolving Credit Lender under the applicable Revolving Facility hereby agrees to and will, on the date such Revolving Credit Loan was to have been made, purchase an undivided participating interest in each Refunded Swing Line Loan in an amount equal to its Revolving Percentage under such Revolving Facility of such Refunded Swing Line Loan. Such Revolving Credit Lender will immediately transfer to the Administrative Agent for the account of the Swing Line Lenders, in immediately available funds denominated in Dollars, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in Dollar Equivalent (if applicable) of the amount of its participations and, upon its receipt of its ratable share thereof, each Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate dated the difference date of receipt of such funds and in such amount. On such date, any Swing Line Loans not denominated in Dollars shall, without any further action or notice being required, be converted to and become denominated in Dollars in an amount equal to the Dollar Equivalent of the amount thereof on such date. (d) Whenever, at any time after any Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Refunded Swing Line Loan and such Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to such Revolving Credit Lender through the Administrative Agent its participating interest in such Dollar Equivalent amount (appropriately adjusted, in the manner case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and pursuant funded) in funds denominated in Dollars; provided, however, that in the event that such payment received by such Swing Line Lender is required to be returned, such Revolving Credit Lender will return to such Swing Line Lender through the terms of Section 2.2(b)Administrative Agent any portion thereof previously distributed by such Swing Line Lender to it in like funds as such payment is required to be returned by such Swing Line Lender.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to any of the Borrower at any time or Borrowers from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit Facility; provided, Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25,000,000 (provided that after giving effect to any such Swing Line Loan, (i) the Dollar Equivalent of the aggregate principal amount at any one time outstanding of Foreign Currency Swing Line Loans shall not exceed $5,000,000), provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans (including, without limitation, in the case of Revolving Credit Loans and Swing Line Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof) and L/C Obligations exceed the Revolving Credit Commitments then in effect, provided, further, that the Swing Line Commitment and (ii) the Revolving Credit Facility Usage Lender shall not exceed the Revolving Commitments. Each request by the Borrower for a make any Swing Line Foreign Currency Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 if, after giving effect to the making thereof, (x) the sum of the then outstanding Revolving Credit Loans in Designated Foreign Currencies, the then outstanding Swing Line Foreign Currency Loans and the then outstanding L/C Obligations in respect of Foreign Backstop Letters of Credit would exceed $75,000,000 and (y) the aggregate principal amount of Revolving Credit Loans and Swing Line Loans made to Foreign Subsidiary Borrowers shall at no time exceed $25,000,000 (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in any Designated Foreign Currency, the then outstanding Swing Line Foreign Currency Loans and, to the extent applicable, the then outstanding L/C Obligations in respect of any Foreign Backstop Letters of Credit on the date the notice of borrowing of Swing Line Loans is given for purposes of determining compliance with this subsection). Amounts borrowed by any Borrower under this subsection 2.4 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans made to any Borrower shall be made in either (x) Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans or Swing Line Foreign Currency Loans or (y) any Designated Foreign Currency selected by the relevant Borrower, and shall be Swing Line Foreign Currency Loans and shall not be entitled to be converted into Eurocurrency Loans or ABR Loans. The Parent Borrower (on behalf of itself or any other Borrower as the case may be) shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to (x) 12:00 Noon, New York City time, in the case of any Swing Line Loan made in Dollars, and (y) 11:00 A.M., London time, in the case of any Swing Line Foreign Currency Loans) on the requested Borrowing Date specifying (1) the identity of the Borrower, (2) the currency of such Swing Line Loan (either Dollars or the Designated Foreign Currency) and, in the case of Foreign Currency Swing Line Loans, the Interest Period to be applicable thereto which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”, and (3) the amount of the requested Swing Line Loan, which shall be in a minimum amount of (or, in the case of Swing Line Foreign Currency Loans, the Dollar Equivalent of the principal amount thereof shall be in an amount equal to) $100,000 or whole multiples of $50,000 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars or in the Designated Foreign Currency specified in such notice. (b) Each of the Parent Borrower and any Foreign Subsidiary Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the order of the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Termination Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes such Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9(f)) each Revolving Credit Lender, including the Swing Line Lender (i) to make a Revolving Credit Loan as an ABR Loan in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars and (ii) with respect to all of the Swing Line Loans in any Designated Foreign Currency, to make a Eurocurrency Loan in such Designated Foreign Currency and having an Interest Period of one month (each, a “Mandatory Revolving Credit Loan Borrowing”) in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of any Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(d). Unless the CoBank Cash Management Revolving Credit Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Revolving Credit Lender hereby agrees to make the proceeds of its Revolving Credit Loan (including, without limitation, any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Credit Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Credit Loan Borrowing and (v) the amount of the Revolving Credit Commitment of such, or any other, Revolving Credit Lender at such time. The proceeds of such Revolving Credit Loans (including without limitation, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Credit Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan as an ABR Loan or, in the case of Swing Line Foreign Currency Loans, as a Eurocurrency Loan having an Interest Period of one month (which Revolving Credit Loan shall be deemed a “Revolving Credit Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments of the aggregate principal amount of such Swing Line Loans; provided, that in the event that any Mandatory Revolving Credit Loan Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Revolving Credit Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Credit Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Credit Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Credit Commitment Percentages, provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Revolving Credit Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Credit Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Credit Lender will make the proceeds of any Revolving Credit Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Credit Commitments expire or terminate and in the currency in which such Swing Line Loans were made. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that the Revolving Credit Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Revolving Credit Lender shall immediately transfer to the Swing Line Lender, in immediately available funds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Parent Borrower shall not use the proceeds or any other Borrower in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time (or, in the case of Swing Line Foreign Currency Loans, London time), on a Business Day, distribute to such Revolving Credit Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Revolving Credit Lender’s obligation to make the Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.4(c) and 2.4(d) shall be deemed to have requested the absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lenders to make Revolving Loans in the amount Credit Lender or any of the difference Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other Revolving Credit Lender; (v) any inability of any of the Borrowers to satisfy the terms conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of Section 2.2(b)the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the each Swing Line Lender shall agrees that, during the Revolving Credit Commitment Period, it will make Swing Line Loans available to the Borrower at any time Borrowers in the form of swing line loans denominated in Dollars or from time to time after the Closing Date to, but not including, the Maturity Date Canadian Dollars (with respect to the Canadian Borrower) or Dollars (with respect to the US Borrower) (“Swing Line Loans”) a portion of the credit otherwise available to the Borrowers under the Revolving Credit FacilityCommitments; provided, that after giving effect to any such Swing Line Loan, (i) the Dollar Equivalent of the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lenders’ other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitment then in effect) and (ii) the Revolving Credit Facility Usage Borrowers shall not exceed the Revolving Commitments. Each request by the Borrower for a request, and no Swing Line Lender shall make, any Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 if, after giving effect to the requested Swing Line Loan. Within making of such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments with respect to the Borrower shall not use the proceeds of any requesting such Swing Line Loan would be less than zero. During the Revolving Credit Commitment Period, the Borrowers may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans denominated in Dollars shall be Base Rate Loans only, and Swing Line Loans denominated in Canadian Dollars shall be Canadian Prime Rate Loans only. Notwithstanding the foregoing, if a Swing Line Lender has not consented to refinance any outstanding a Revolving Credit Lender becoming a party hereto by Lender Addendum on the Closing Date, such Swing Line Lender shall not be required to make a Swing Line Loan hereunder unless such Swing Line Lender has entered into arrangements satisfactory to it and the applicable Borrower with respect to such Revolving Credit Lender’s participation in such Swing Line Loan. If at any time the aggregate principal balance , including by cash collateralizing an amount equal to such Revolving Credit Lender’s share of the Swing Line Loans then outstanding. (b) The Borrowers shall repay all outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested Loans on the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)Credit Termination Date.

Swing Line Commitments. (a) Subject to the terms and conditions hereof hereof, the Swing Line Lender agrees to make swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $3,000,000, PROVIDED that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans and relying L/C Obligations exceed the Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.4 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in an amount equal to $250,000 or a whole multiple of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender by crediting the account of the Borrower at such office with such proceeds in Dollars. (b) The Borrower agrees that, upon the agreements request to the Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6, to evidence the Swing Line Loans the Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-3, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "SWING LINE NOTE"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to the Borrower, with interest thereon as prescribed in subsection 4.6. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with subsection 4.6. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender, including the Swing Line Lender, to make a Revolving Credit Loan as an ABR Loan in an amount equal to such Lender's Commitment Percentage of the principal amount of all of the Swing Line Loans (the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given; PROVIDED that the provisions of this subsection shall not affect the obligations of the Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 4.3. Unless the Commitments shall have expired or terminated for any reason, including but not limited to, the occurrence of any of the events described in paragraph (f) of Section 9 hereto with respect to the Borrower (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Lender will make the proceeds of its Revolving Credit Loan available to the Agent for the account of the Swing Line Lender at the office of the Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Revolving Credit Commitments shall expire or terminate (for any reason, including but not limited to the occurrence of any of the events described in paragraph (f) of Section 9 hereto with respect to the Borrower) at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan as an ABR Loan (which Revolving Credit Loan shall be deemed a "Revolving Credit Loan" for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Xxxxxx's Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Commitments of the aggregate principal amount of such Swing Line Loans. Each Lender will make the proceeds of any Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Agent for the account of the Swing Line Lender at the office of the Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Commitments expire or terminate. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Commitments. In the event that the Lenders set forth purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall immediately transfer to the Swing Line Lender, in this Section 2.3immediately available funds, the amount of its participation. (e) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's participating interest in a Swing Line Loan and the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); PROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Notwithstanding anything herein to the contrary, the Swing Line Lender shall not be obligated to make Swing Line Loans to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time if the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to conditions set forth in subsection 6.2 have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)not been satisfied.

Swing Line Commitments. (a) Subject to the terms and conditions hereof hereof, the Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to any of the U.S. Borrowers from time to time during the Tranche B Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $75,000,000, provided that at no time may the sum of the then outstanding Swing Line Loans, U.S. Facility Revolving Credit Loans (including in the case of U.S. Facility Revolving Credit Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof) and relying L/C Obligations exceed the lesser of (1) the U.S. Facility Commitments then in effect and (2) the difference of (I) the U.S. Borrowing Base then in effect (based on the most recent Borrowing Base Certificate) minus (II) if greater than zero, the excess of the unpaid balance of Extensions of Credit made to or for the account of, the Canadian Borrowers over the Canadian Borrowing Base (based on the most recent Borrowing Base Certificate) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in any Designated Foreign Currency on the date the notice of borrowing of Swing Line Loans is given for purposes of determining compliance with this Section). Amounts borrowed by any U.S. Borrower under this Section 2.4 may be repaid and, through but excluding the Tranche B Termination Date, reborrowed. All Swing Line Loans made to any U.S. Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Parent Borrower (on behalf of itself or any other Borrower as the case may be) shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan. The proceeds of the Swing Line Loans will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) Each of HERC and the Parent Borrower agrees that, upon the agreements request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Section 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in Section 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Tranche B Termination Date and (iii) provide for the payment of interest in accordance with Section 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes such Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under Section 9.1(f)) each U.S. Facility Lender, including the Swing Line Lender to make a U.S. Facility Revolving Credit Loan as an ABR Loan in an amount equal to such U.S. Facility Lender’s U.S. Facility Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (each, a “Mandatory Revolving Credit Loan Borrowing”) in an amount equal to such U.S. Facility Lender’s U.S. Facility Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Section shall not affect the obligations of any U.S. Borrower to prepay Swing Line Loans in accordance with the provisions of Section 4.4(d). Unless the U.S. Facility Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this Section 2.4 shall apply), each U.S. Facility Lender hereby agrees to make the proceeds of its U.S. Facility Revolving Credit Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Credit Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Credit Loan Borrowing and (v) the amount of the U.S. Facility Commitment of such, or any other, U.S. Facility Lender at such time. The proceeds of such U.S. Facility Revolving Credit Loans (including without limitation, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the U.S. Facility Commitments shall expire or terminate at any time (other than a termination of the Tranche A Commitments on the Tranche A Termination Date) while Swing Line Loans are outstanding, each U.S. Facility Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the U.S. Facility Commitments, make a U.S. Facility Revolving Credit Loan as an ABR Loan (which U.S. Facility Revolving Credit Loan shall be deemed a “U.S. Facility Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such U.S. Facility Lender’s U.S. Facility Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the U.S. Facility Commitments of the aggregate principal amount of such Swing Line Loans; provided, that in the event that any Mandatory Revolving Credit Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any domestic or foreign bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each U.S. Facility Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Credit Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such U.S. Facility Lenders to share in such Swing Line Loans ratably based upon their respective U.S. Facility Commitment Percentages, provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing U.S. Facility Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Credit Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to U.S. Facility Revolving Credit Loans made as ABR Loans. Each U.S. Facility Lender will make the proceeds of any U.S. Facility Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the U.S. Facility Commitments expire or terminate (other than the Tranche A Termination Date) and in the currency in which such Swing Line Loans were made. The proceeds of such U.S. Facility Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the U.S. Facility Commitments (other than the Tranche A Termination Date). In the event that the U.S. Facility Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each U.S. Facility Lender shall immediately transfer to the Swing Line Lender, in immediately available funds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such U.S. Facility Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any U.S. Facility Lender such U.S. Facility Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from HERC or the Parent Borrower or any other Borrower in respect of such Swing Line Loan or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such U.S. Facility Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Facility Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such U.S. Facility Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each U.S. Facility Lender’s obligation to make the U.S. Facility Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with Sections 2.4(c) and 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such U.S. Facility Lender or any of the Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other U.S. Facility Lender; (v) any inability of any of the Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such U.S. Facility Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (g) Notwithstanding anything to the contrary contained in this Agreement, in the event there is a Defaulting Lender, then the Individual Swing LineSwingline Exposure of such Defaulting Lender will automatically be reallocated among the U.S. Facility Lenders that are Non-Defaulting Lenders pro rata in accordance with such Non-Defaulting Lenders’ respective U.S. Facility Commitment Percentages (calculated without regard to the Commitment of the Defaulting Lender) but only to the extent that such reallocation does not cause the Individual Lender Exposure of any Non-Defaulting Lender to exceed the Commitment of such Non-Defaulting Lender. If such reallocation cannot, or can only partially, be effected, the U.S. Borrowers shall, upon one Business Day’s written notice from the Administrative Agent, prepay such Defaulting Lender’s U.S. Facility Commitment Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of any Swing Line Loans (after giving effect to any partial reallocation pursuant to the first sentence of this Section 2.32.4(g)). So long as there is a Defaulting Lender, the Swing Line Lender shall not be obligated to make a Swing Line Loans Loan to the Borrower at any time or from time to time after extent that the Closing Date to, but not including, sum of the Maturity Date with respect to Individual U.S. Facility Lender Exposure of the Revolving Credit Facility; provided, that Non-Defaulting Lenders after giving effect to any such Swing Line Loan, (i) Loan would exceed the aggregate amount U.S. Facility Commitments of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)Non-Defaulting Lenders.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon provided no Default or Event of Default shall have occurred and be continuing, the agreements of Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”, and collectively, the “Swing Line Loans”) available to the Borrower from time to time during the Revolving Lenders set forth Credit Commitment Period in this Section 2.3an aggregate principal amount at any one time outstanding not to exceed $25,000,000; provided that, the Swing Line Lender shall make have no obligation to and shall not issue any Swing Line Loans to the Borrower at any time or from time to time after the Closing Date toLoan if, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loanissuance, (i) the aggregate amount Outstanding Revolving Extensions of Credit of all Lenders would exceed the Revolving Credit Commitments of all Lenders then in effect. Amounts borrowed by the Borrower under this Section 2.5 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. Each Swing Line Borrowing shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. The Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall be deemed Lender prior to be a representation by 12:00 Noon, on the Borrower that it is in compliance with requested Borrowing Date) specifying the proviso at Borrowing Date and the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within Each such limits notice given by means other than written notice shall be promptly confirmed in writing by the Borrower. The proceeds of time and amount and subject each Swing Line Loan will be made available by the Swing Line Lender to the other provisions Borrower by crediting the account of this Agreementthe Borrower with such proceeds. (b) The Swing Line Lender at any time in its sole and absolute discretion, may, and on each Monday (or if such day is not a Business Day, the next Business Day) shall, on behalf of the Borrower may borrow(which hereby irrevocably directs the Swing Line Lender to act on its behalf) request prior to 12:00 Noon that each Lender, repay and reborrow including the Swing Line Lender, make a Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in accordance with paragraph (f) of Article 8 shall have occurred (in which event the procedures of paragraph (c) of this Section 2.32.5 shall apply), each Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender prior to 2:00 P.M. in funds immediately available on the date such notice is given. Unless The proceeds of such Revolving Credit Loans shall be immediately applied to repay the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) Refunded Swing Line Loans. Each Revolving Credit Loan made pursuant to its rule set instructions or similar document this Section 2.5(b) shall be an ABR Loan. (c) If prior to the making of the Revolving Credit Loans pursuant to Section 2.5(b) one of the events described in paragraph (f) of Article 8 shall have occurred, each Lender will on the date such Revolving Credit Loans were to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its accounts that are subject Revolving Credit Percentage of such Refunded Swing Line Loan. Each Lender will immediately transfer to the CoBank Cash Management Agreement settle against Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will grant to such Lender a Swing Line Loan participation as of the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender’s participating interest in a Refunded Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance Lender receives any outstanding Swing Line Loan. If at any time the aggregate principal balance of payment on account thereof, the Swing Line Loans then Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding exceeds and funded); provided, however, that in the event that such payment received by the Swing Line CommitmentLender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it. (e) Each Lender’s obligation to purchase participating interests pursuant to this Section 2.5 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed to have requested or anyone else for any reason whatsoever; (ii) the Revolving Lenders to make Revolving Loans occurrence or continuance of a Default or Event of Default; (iii) any adverse change in the amount condition (financial or otherwise) of the difference in Borrower; (iv) any breach of this Agreement by the manner and pursuant Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon hereof, JPMorgan Chase Bank, N.A. (in such capacity, the agreements “Swing Line Lender”) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to the Borrower from time to time on any Business Day during the period from the Closing Date to the Commitment Termination Date of the Revolving Lenders Swing Line Lender in an aggregate principal amount at any one time outstanding not to exceed the Swing Line Commitment, provided that at no time may the aggregate principal amount of the Total Extensions of Credit exceed the aggregate amount of the Commitments. During the Commitment Period, the Borrower may use the Swing Line Commitments by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Swing Line Loans may from time to time be (i) ABR Loans, (ii) ASK Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance herewith and shall not be entitled to be converted into Eurocurrency Loans or Reference Rate Loans. The Borrower shall give the Swing Line Lender irrevocable written notice (which notice must be received by such Swing Line Lender prior to (x) 3:00 P.M., New York City time, in the case of ABR Loans and (y) 2:00 P.M., New York City time, in the case of ASK Rate Loans), on the requested Borrowing Date specifying the Type and amount of the requested Swing Line Loan which shall be in a minimum amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof. The proceeds of all such Swing Line Loans will then be made available to the Borrower by the Swing Line Lender by crediting the account of the Borrower on the books of the Swing Line Lender, or such other account of the Borrower as shall have been designated by the Borrower to the Swing Line Lender. (i) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of each Swing Line Loan on the Commitment Termination Date (or such earlier date on which the Swing Line Loans become due and payable pursuant to Article 7). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Swing Line Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.9. (ii) The Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to the Swing Line Lender resulting from each Swing Line Loan from time to time, including the amounts of principal and interest payable and paid to the Swing Line Lender from time to time under this Agreement. (iii) The Administrative Agent shall maintain the Register pursuant to Section 9.6(d), and a subaccount therein for the Swing Line Lender, in which shall be recorded (i) the amount of each Swing Line Loan made hereunder and the Type thereof, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to the Swing Line Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower for the account of the Swing Line Lender. (iv) The entries made in the Register and the account of the Swing Line Lender maintained pursuant to Section 2.19(b)(ii) shall, to the extent permitted by applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of the Swing Line Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Swing Line Loans made the Borrower by the Swing Line Lender in accordance with the terms of this Agreement. (v) The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender, the Borrower will execute and deliver to the Swing Line Lender a promissory note of the Borrower evidencing the Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit B with appropriate insertions as to date and principal amount (a “Swing Line Note”). (c) The Swing Line Lender in its sole and absolute discretion may, at any time as there shall be a Swing Line Loan outstanding for more than 10 Business Days, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender (in accordance with the notice provisions under Section 2.3), including the Swing Line Lender, to make a Revolving Credit Loan that is a Eurodollar Loan with an Interest Period of one month in an amount equal to such Lender’s Commitment Percentage of the principal amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that prior to making any such request to the Lenders to make such a Revolving Credit Loan, the Swing Line Lender shall make Swing Line Loans to have given the Borrower at any time or from time one Business Day’s notice of its intent to time after make such request; and provided further the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, Section 2.19 shall not affect the obligations of the Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with the provisions of this Agreement. Unless the Commitments shall have expired or terminated (in which event the procedures of clauses (d) or (e) of this Section 2.19 shall apply), each Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 P.M., New York City time, in funds immediately available in accordance with Section 2.3. Unless The proceeds of such Revolving Credit Loans shall be immediately applied to repay the CoBank Cash Management Agreement is Refunded Swing Line Loans. (d) Except as otherwise provided in effect and Section 2.19(e), if the Borrower has elected (without modification) pursuant to its rule set instructions Commitments shall expire or similar document to have its accounts that terminate at any time while Swing Line Loans are subject to outstanding, each Lender shall, at the CoBank Cash Management Agreement settle against option of the Swing Line LoanLender exercised reasonably, notwithstanding the expiration or termination of the Commitments, make a Revolving Credit Loan in an amount equal to such Lender’s Commitment Percentage determined on the date of, and immediately prior to, the Borrower shall not use expiration or termination of the Commitments, of the aggregate principal amount of such Swing Line Loans. Each Lender will make the proceeds of any Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 2:00 P.M., New York City time, in funds immediately available on the Business Day on which the Commitments expire or terminate; provided, however, in the event that the Lenders do not receive notice of such termination before 12:00 P.M., New York City time on such date such proceeds shall be made available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent, in immediately available funds, prior to 12:00 P.M., New York City time, on the immediately succeeding Business Day. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Commitments. (e) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to refinance any Section 2.19(c), one of the events described in clause (f) of Article 7 shall have occurred and be continuing with respect to the Borrower, each Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.19(c), purchase for cash an undivided participating interest in the then outstanding Swing Line Loan. If at any time Loans by paying to the Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (i) such Lender’s Commitment Percentage times (ii) the sum of the aggregate principal balance amount of the Swing Line Loans then outstanding exceeds that were to have been repaid with such Revolving Credit Loans. (f) Whenever, at any time after the Swing Line CommitmentLender has received from any Lender such Lender’s Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (g) Each Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.19(c) and Section 2.19(d) and to purchase participating interests pursuant to Section 2.19(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to have requested satisfy any of the Revolving Lenders to make Revolving Loans other conditions specified in Article 4, (iii) any adverse change in the amount condition (financial or otherwise) of the difference in Borrower, (iv) any breach of this Agreement or any Note by the manner and pursuant Borrower, any Guarantor or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000, PROVIDED that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.6 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in an amount equal to $250,000 or a whole multiple of $50,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender by crediting the account of the Borrower at such office with such proceeds in Dollars. (b) The Borrower agrees that, upon the request to the Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any time assignment pursuant to subsection 11.6, to evidence the Swing Line Loans the Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-3, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time after the Closing Date to, but not includingtime, the Maturity Date with respect "SWING LINE NOTE"), payable to the Revolving Credit Facility; provided, that after giving effect to any such order of the Swing Line Loan, (i) Lender and representing the aggregate obligation of the Borrower to pay the amount of Swing Line Loans shall not exceed the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to the Borrower, with interest thereon as prescribed in subsection 4.7. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (iic) provide for the Revolving Credit Facility Usage payment of interest in accordance with subsection 4.7. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and, at any time as there shall not exceed the Revolving Commitments. Each request by the Borrower for be a Swing Line Loan shall be deemed to be a representation by outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower that it is (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan as an ABR Loan in compliance with the proviso at the end an amount equal to such Revolving Credit Lender's Revolving Credit Commitment Percentage of the preceding sentence and with Section 4.2 after giving effect to principal amount of all of the requested Swing Line Loan. Within Loans (the "REFUNDED SWING LINE LOANS") outstanding on the date such limits of time and amount and subject to notice is given; PROVIDED that the other provisions of this Agreement, subsection shall not affect the obligations of the Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds provisions of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)subsection 4.

Swing Line Commitments. (i) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3---------------------- hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrower at any time or from --------------- ---------------- time to time after during the Closing Date toCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, but not including, provided that at no time may -------- the Maturity Date with respect to sum of the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, then outstanding Loans and L/C Obligations exceed the lesser of (ix) the aggregate amount of Commitments and (y) the Borrowing Base then in effect. Amounts borrowed by the Borrower under this subsection 2.10 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be made as Base Rate Loans and shall not exceed be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall be deemed Lender prior to be a representation by 12:00 Noon, New York City time) on the Borrower that it is in compliance with requested Borrowing Date specifying the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender by crediting the account of the Borrower at such limits office with such proceeds in Dollars. (ii) Provided that the conditions precedent contained in subsection 6.2 to its obligation to make a Swing Line Loan have been satisfied and that there is sufficient availability under the Swing Line Commitment, on each Interest Payment Date, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swing Line Lender to act on its behalf), make a Swing Line Loan to the Borrower in an amount equal to the amount of interest due and payable on such Interest Payment Date pursuant to subsection 4.1. The proceeds of such Swing Line Loan shall be made available by the Swing Line Lender to the Administrative Agent and applied by the Administrative Agent to the payment of such interest on such Interest Payment Date; the Swing Line Lender shall notify the Borrower as soon as reasonably practicable of the amount of each such Swing Line Loan. (b) The Swing Line Loans shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "Swing Line Note"), payable to the order of the Swing Line --------------- Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 4.1. The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on its internal books and subject records and/or on the schedule annexed to and constituting a part of the other Swing Line Note and any such recordation on such schedule shall constitute prima facie evidence of the ----- ----- accuracy of the information so recorded, provided that the failure by the -------- Swing Line Lender to make any such recordation or any error in any such recordation shall not affect the obligations of the Borrower under this Agreement or the Swing Line Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and, at any time when Swing Line Loans are outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender to make a Revolving Credit Loan in an amount equal to such Lender's Commitment Percentage of the principal amount of the Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such ------------------------- notice is given; provided that the provisions of this Agreement, subsection shall not -------- affect the Borrower may borrow, repay and reborrow Borrower's obligations to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(d). Unless the CoBank Cash Management Agreement is Commitments shall have expired or terminated (in effect and which event the Borrower has elected procedures of paragraph (without modificationd) of this subsection 2.10 shall apply), each Lender will make the proceeds of the Revolving Credit Loan made by it pursuant to its rule set instructions or similar document to have its accounts that are subject the immediately preceding sentence available to the CoBank Cash Management Agreement settle against Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Commitments, make a Revolving Credit Loan or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Lender's Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Commitments of the aggregate principal amount of such Swing Line Loans. Each Lender will make the proceeds of any Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Commitments expire or terminate. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Commitments. In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to any such Lender that so requests a confirmation of such Lender's undivided participating interest in the Swing Line Loans dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's participating interest in a Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance Lender receives any outstanding Swing Line Loan. If at any time the aggregate principal balance of payment on account thereof, the Swing Line Loans then Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding exceeds and funded); provided, however, that in the event that such payment received by the -------- ------- Swing Line Lender is required to be returned, such Lender will return to the Swing Line Commitment, Lender any portion thereof previously distributed by the Borrower shall be deemed Swing Line Lender to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)it.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the each Swing Line Lender shall Bank severally agrees to make Swing Line Loans short-term funding loans ("SWING LINE LOANS") to the Borrower at any time or Company from time to time after during the Closing Date to, but Commitment Period in an aggregate principal amount at any one time outstanding not including, the Maturity Date with respect to the Revolving Credit Facilityexceed such Swing Line Bank's Swing Line Commitment; providedPROVIDED, that no Swing Line Loans may be made if, after giving effect to any such Swing Line Loanthereto, (i) the Aggregate Outstanding Extensions of Credit of all the Banks would exceed the Aggregate Commitment or (ii) the aggregate outstanding principal amount of Swing Line Loans shall not of any Swing Line Bank would exceed such Swing Line Bank's Swing Line Commitment. (b) The Company may borrow under the Swing Line Commitments during the Commitment Period on any Business Day, PROVIDED that the Company shall give the Administrative Agent irrevocable telephonic notice (which notice must be received by the Administrative Agent prior to 3:00 P.M., New York City time, on the requested Borrowing Date and shall be promptly confirmed in writing), specifying the amount to be borrowed. Each borrowing under the Swing Line Commitments shall be in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof. Each such notice shall be in writing or by fax in the form of Exhibit F and shall include the information required as set forth therein. During the Commitment Period, the Company may use the Swing Line Commitments by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Upon receipt of any such notice from the Company, the Administrative Agent shall promptly notify each Swing Line Bank thereof. Each Swing Line Bank will make the amount of its pro rata share of each borrowing (determined on the basis of its Swing Line Commitment) available to the Administrative Agent for the account of the Company at the office of the Administrative Agent specified in subsection 9.2 prior to 4:00 P.M. New York City time, on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Company by the Administrative Agent at the office of the Administrative Agent specified in subsection 9.2 or to an account designated by the Company with the aggregate of the amounts made available to the Administrative Agent by the Swing Line Banks and in like funds as received by the Administrative Agent. Each Swing Line Loan will bear interest at the Base Rate. (c) The Administrative Agent may at any time in its sole and absolute discretion after the occurrence and during the continuance of a Default or an Event of Default, and, with respect to each Swing Line Loan which has not been repaid by the Company in immediately available funds prior to 10:30 A.M., New York City time, on the seventh Business Day after the Borrowing Date with respect to such Swing Line Loan shall, on behalf of the Company (which hereby irrevocably directs the Administrative Agent to act on its behalf) request prior to 12:00 Noon, New York City time, each Bank on such seventh day after the Borrowing Date with respect to such Swing Line Loan to make a Revolving Credit Loan in an amount equal to such Bank's Commitment Percentage of the amount of such Swing Line Loan (the "MATURING SWING LINE LOANS"). Unless any of the events described in paragraph (f) of Section 7 shall have occurred (in which event the procedures of paragraph (d) of this subsection 2.25 shall apply) each Bank shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Banks at the office of the Administrative Agent specified in subsection 9.2 prior to 11:00 A.M., New York City time, in funds immediately available one Business Day after the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Maturing Swing Line Loan. Each Revolving Credit Loan made pursuant to this subsection 2.25(c) shall be a Base Rate Loan. (d) If prior to the making of a Revolving Credit Loan pursuant to paragraph (c) of this subsection 2.25 one of the events described in paragraph (f) of Section 7 shall have occurred, each Bank will on the date such Revolving Credit Loan was to have been made, purchase an undivided participating interest in the Maturing Swing Line Loan that was to have been refunded with the proceeds of such Revolving Credit Loan in an amount equal to its Commitment Percentage of such Maturing Swing Line Loan. Each Bank will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation and upon receipt thereof (i) the Administrative Agent will make such funds available to each Swing Line Bank based pro rata on their respective portion of such Swing Line Loan and (ii) each such Swing Line Bank will deliver to the Revolving Credit Facility Usage shall not exceed Administrative Agent, and the Revolving Commitments. Each request by the Borrower for Administrative Agent will in turn promptly deliver to each such Bank, a Swing Line Loan shall be deemed to be participation certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Administrative Agent has received from any Bank such Bank's participating interest in a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Maturing Swing Line Loan, the Borrower Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Bank its participating interest in such amount (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded); PROVIDED, HOWEVER, that in the event that such payment received by the Administrative Agent is required to be returned, such Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. (f) Each Bank's obligation to purchase participating interests pursuant to this subsection 2.25 shall be absolute and unconditional and shall not use be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or the proceeds of Company may have against the Administrative Agent or any Swing Line Loan to refinance Bank, the Company or anyone else for any outstanding Swing Line Loan. If at reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any time adverse change in the aggregate principal balance financial condition of the Swing Line Loans then outstanding exceeds Company; (iv) any breach of this Agreement by the Swing Line CommitmentCompany or any other Bank; or (v) any other circumstance, the Borrower shall be deemed happening or event whatsoever, whether or not similar to have requested the Revolving Lenders to make Revolving Loans in the amount any of the difference in the manner and pursuant to the terms of Section 2.2(b)foregoing.

Swing Line Commitments. Subject to (a) The Swing Line Bank shall, on the terms and subject to the conditions hereof and relying upon the agreements of the Revolving Lenders hereinafter set forth (including Section 4.3), make one or more advances (each such advance being a "Swing Line Loan") to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in this Section 2.3, an aggregate principal amount not to exceed at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Lender shall Commitment as such amount may change from time to time; and (b) The Swing Line Bank may on the terms and subject to the conditions hereinafter set forth (including Section 4.3) make one or more Swing Line Loans to the any Floor Plan Borrower at any time or from time to time after on any Business Day during the period from the Closing Date to, but not including, to the Maturity Date with respect in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time (not including Swing Line Overdraft Loans) the Revolving Credit Facilityaggregate amount of the Floor Plan Loan Commitments of all the Lenders; provided, however, that after giving effect to any such all Borrowings of Swing Line LoanLoans, Floor Plan Loans and all Floor Plan Loans requested on any date, the sum of the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans (ibut excluding Swing Line Overdraft Loans) shall not exceed the aggregate amount of the then applicable aggregate Floor Plan Loan Commitments. All Swing Line Loans shall not exceed (including the Swing Line Commitment Overdraft Loans) shall be evidenced by the Swing Line Note, under which advances, repayments and (ii) readvances may be made, subject to the Revolving Credit Facility Usage shall not exceed the Revolving Commitmentsterms and conditions of this Agreement. Each request by the Borrower for a Swing Line Loan shall mature and the principal amount thereof shall be deemed to be a representation due and payable by the Borrower that it is in compliance with applicable Floor Plan Borrower, as the proviso at case may be, on the end last day of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line LoanInterest Period applicable thereto. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower In no event whatsoever shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall Loan be deemed to have requested the Revolving Lenders reduce, modify or affect any Lender's obligation to make Revolving Floor Plan Loans in the amount based upon its Pro Rata Share of the difference in the manner and pursuant to the terms of Section 2.2(b)Floor Plan Loan Commitments.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon hereof, JPMorgan Chase Bank, N.A. (in such capacity, the agreements “Swing Line Lender”) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to the Borrower from time to time on any Business Day during the period from the Availability Date to the Commitment Termination Date of the Revolving Lenders set forth in this Section 2.3, the Swing Line Lender shall make Swing Line Loans to the Borrower in an aggregate principal amount at any one time or from time outstanding not to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, provided that at no time may the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the aggregate principal amount of the difference Total Extensions of Credit exceed the aggregate amount of the Commitments. During the Commitment Period, the Borrower may use the Swing Line Commitments by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Swing Line Loans may from time to time be (i) ABR Loans, (ii) ASK Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance herewith and shall not be entitled to be converted into Eurodollar Loans or Reference Rate Loans. The Borrower shall give the Swing Line Lender irrevocable written notice (which notice must be received by such Swing Line Lender prior to (x) 3:00 P.M., New York City time, in the manner case of ABR Loans and (y) 2:00 P.M., New York City time, in the case of ASK Rate Loans), on the requested Borrowing Date specifying the Type and amount of the requested Swing Line Loan which shall be in a minimum amount of $500,000 or whole multiples of $100,000 in excess thereof. The proceeds of all such Swing Line Loans will then be made available to the Borrower by the Swing Line Lender by crediting the account of the Borrower on the books of the Swing Line Lender, or such other account of the Borrower as shall have been designated by the Borrower to the Swing Line Lender. (i) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of each Swing Line Loan on the earlier of (x) the Commitment Termination Date and (y) the 14 Business Day after such Swing Line Loan was made (or such earlier date on which the Swing Line Loans become due and payable pursuant to the terms of Section 2.2(b).Article

Swing Line Commitments. Subject to Upon the terms and subject to the conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall make Swing Line Loans to the Borrower Administrative Agent, in its capacity as a Bank, agrees, at any time or and from time to time after during the Closing Date toCommitment Period, but to make loans (“Swing-Line Loans”) on a revolving credit basis in an aggregate principal amount at any time outstanding not including, the Maturity Date with respect to the Revolving Credit Facilityexceed $30,000,000; provided, however, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans Administrative Agent shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for be obligated make a Swing Swing-Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 if, after giving effect to the requested Swing making of such Swing-Line Loan. Within Loan and any payment of Outstandings made directly by the Administrative Agent, for the account of the Companies, from the proceeds of such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Swing-Line Loan, the Borrower Total Outstandings would exceed the Total Commitments. The Swing-Line Loans shall not use be evidenced by a promissory note of the proceeds Companies substantially in the form of Exhibit G-2 hereto (the “Swing-Line Note”), shall bear interest on the aggregate unpaid principal balance thereof outstanding from time to time at either the Floating Rate or a rate agreed upon in a separate writing by the Company and the Administrative Agent. Swing-Line Loans shall mature on the Termination Date, when all amounts then outstanding under the Swing-Line Note shall be due and payable in full. Interest on any Swing-Line Loan shall be payable on the last day of each March, June, September and December and at maturity. Principal of any Swing Swing-Line Loan to refinance any outstanding Swing Line Loan. If may be prepaid at any time in whole or in part (in minimum amounts of $100,000 or an integral multiple thereof) and without premium or penalty of any kind. Notice of prepayment of Swing-Line Loans shall be given to the aggregate Administrative Agent by the Company orally confirmed in writing by telecopier or in writing by telecopier, no later than 2:00 p.m. on the date of such prepayment. The Administrative Agent, in its capacity as a Bank is hereby authorized to record the date and amount of each Swing-Line Loan and the date and amount of each payment or prepayment of principal balance thereof in its books and records and/or on a schedule attached to the Swing-Line Note; provided, however, that any failure by the Administrative Agent to make any such entry or error in making such entry shall not limit or otherwise affect the obligations of the Swing Companies hereunder and on the Swing-Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)Note.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements set forth herein, each Swing Line Bank severally agrees to make a portion of the Revolving Lenders set forth in this Section 2.3, the Swing Line Lender shall make Swing Line Loans to the Borrower at any time or credit otherwise available from time to time after by making swing line advances (“Swing Line Loans”) to the Closing Date toCompany on any Business Day during the Commitment Period applicable to such Swing Line Bank. Such Swing Line Loans shall be denominated in Dollars and, but in the aggregate, shall not includingexceed (x) at any time outstanding (i) for each Swing Line Bank (1) such Swing Line Bank’s Swing Line Commitment then in effect and (2) when aggregated to such Swing Line Bank’s outstanding Revolving Credit Loans, participations in Letters of Credit and such Swing Line Bank’s unfunded participations in Swing Line Loans made by any other Swing Line Bank, such Swing Line Bank’s Revolving Credit Commitment then in effect and (ii) for all Swing Line Loans, the Maturity Date with respect to amount of the Revolving Credit Facility; provided, that after giving effect to any Swing Line Sublimit or (y) at the time of such Swing Line Loan, the aggregate Available Revolving Credit Commitments of the Banks. Within the foregoing limits, and subject to the other terms and conditions hereof, amounts borrowed by the Company under this subsection 2.19 may be repaid and reborrowed. Immediately upon the making of a Swing Line Loan, each Bank shall be deemed to have purchased, and hereby irrevocably and unconditionally agrees to purchase, from the applicable Swing Line Bank a risk participation in such Swing Line Loan in an amount equal to such Bank’s Revolving Credit Commitment Percentage of such Swing Line Loan. (ib) Swing Line Loans shall be made on notice to the Swing Line Banks and the Administrative Agent, given not later than 1:00 P.M. on the Business Day on which the proposed Swing Line Loan is to be made. Such notice requirement shall be satisfied by the delivery of a Borrowing Certificate for such Swing Line Loan and such notice shall specify therein (A) the requested date of such Swing Line Loans (which shall be a Business Day), (B) the requested aggregate amount of Swing Line Loans being requested and (C) the requested account to which the proceeds of the requested Swing Line Loans are to be transferred. Upon fulfillment of the applicable conditions set forth in Section 4.2, each Swing Line Bank shall not exceed make its ratable portion of the requested Swing Line Loans (such ratable portion to be calculated based upon such Swing Line Bank’s Swing Line Commitment to the total Swing Line Commitments of all of the Swing Line Banks) available to the account designated by the Company for such purpose on the date specified in such Borrowing Notice, in same day funds, before 3:00 P.M. on the date the Company has requested such Swing Line Loans. (c) The failure of any Swing Line Bank to make the Swing Line Loan to be made by it as part of any requested Swing Line Loans shall not relieve any other Swing Line Bank of its obligation hereunder to make its Swing Line Loan on the date of such borrowing of Swing Line Loans, but no Swing Line Bank shall be responsible for the failure of any other Swing Line Bank to make the Swing Line Loan on the date of any borrowing of Swing Line Loans. (d) Upon written demand by a Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Bank will purchase from such Swing Line Bank, and such Swing Line Bank shall sell and assign to each such other Bank, such other Bank’s Revolving Credit Commitment Percentage of such outstanding Swing Line Loan (a “Swing Line Participation Interest”), by making available to the Administrative Agent for the account of such Swing Line Bank, by deposit to the at the applicable office of the Administrative Agent specified in subsection 9.2 or such other office specified by the Administrative Agent from time to time, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Loan to be purchased by such Bank. The Company hereby agrees to each such sale and (ii) assignment. Each Bank hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent, to purchase its Revolving Credit Commitment Percentage of an outstanding Swing Line Loan on the next Business Day after the date of demand therefor. Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Revolving Credit Facility Usage Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any such assignment by any Swing Line Bank to any other Bank of a portion of a Swing Line Loan, such Swing Line Bank represents and warrants to such other Bank that such Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Loan, this Agreement, the Notes or the Company. If and to the extent that any Bank shall not exceed have so made the Revolving Commitmentsamount of such Swing Line Loan available to the Administrative Agent, such Bank agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date such Bank is required to have made such amount available to the Administrative Agent until the date such amount is paid to the Administrative Agent, at the Overnight Rate. Each request by If such Bank shall pay to the Borrower Administrative Agent such amount for the account of such Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Loan shall be deemed to be a representation made by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions Bank on such Business Day for purposes of this Agreement, and the Borrower may borrow, repay and reborrow outstanding principal amount of the Swing Line Loans Loan made by such Swing Line Bank shall be reduced by such amount on such Business Day. (e) At any time after any Bank has funded a risk participation in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the a Swing Line Loan, if the Borrower shall not use the proceeds of any applicable Swing Line Loan to refinance Bank receives any outstanding payment on account of such Swing Line Loan. If at any time the aggregate principal balance of the , such Swing Line Loans then outstanding exceeds Bank will promptly distribute to such Bank its ratable share thereof in the same funds as those received by such Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)Bank.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or Borrowers (on a joint and several basis as between the Borrowers) from time to time after during the Closing Date toInitial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed an amount agreed from time to time between the Parent Borrower and the Swing Line Lender, but in any event not includinggreater than $250,000,000; provided that at no time may the sum of the Dollar Equivalent of the then outstanding Swing Line Loans, the Maturity Date with respect to Revolving Loans and Revolving L/C Obligations exceed the Revolving Credit Facility; providedCommitments then in effect. Amounts borrowed by the Borrowers under this Section 2.7 may be repaid and, that after giving effect to any such Swing Line Loanthrough but excluding the Initial Revolving Maturity Date, (i) the aggregate amount of reborrowed. All Swing Line Loans made to the Borrowers shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into EurocurrencyTerm SOFR Loans. The Parent Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall Lender prior to 12:00 P.M., New York City time (or such later time as may be deemed to be a representation agreed by the Swing Line Lender in its reasonable discretion) on the requested Borrowing Date specifying the identity of each applicable Borrower that it is in compliance with (if not the proviso at Parent Borrower) and the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within , which shall be in a minimum amount of $1,000,000 or whole multiples of $500,000 in excess thereof. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Parent Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such limits request shall be deemed to have been automatically made upon the occurrence of time and an Event of Default under Section 9.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount and subject equal to such Lender’s Revolving Commitment Percentage of the other principal amount of all Swing Line Loans (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the Borrower may borrow, repay joint and reborrow several obligations of the Borrowers to prepay Swing Line Loans in accordance with this the provisions of Section 2.34.4(b)(vi). Unless the CoBank Cash Management Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (c) of this Section 2.7 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan (including any EurocurrencyTerm SOFR Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans (including any EurocurrencyTerm SOFR Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the Borrower has elected other Loan Documents) or (without modificationii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to a Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this Section 2.7(c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from a Borrower shall not use the or otherwise, including proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with Sections 2.7(b) and 2.7(c) shall be deemed to absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender or any Borrower may have requested against the Revolving Lenders to make Revolving Loans Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the amount condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender, (v) any inability of the difference Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the manner and pursuant date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall may, in its sole discretion, make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or from time to time after during the Closing Date toInitial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, but not including, the Maturity Date with respect to Revolving Loans and L/C Obligations exceed the Revolving Credit Facility; providedCommitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 may be repaid and, that after giving effect to any such Swing Line Loanthrough but excluding the Initial Revolving Maturity Date, (i) the aggregate amount of reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into EurocurrencyTerm Benchmark Loans. The Borrower shall give the Swing Line Commitment Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date specifying (1) the identity of the Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of the Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 3.4(d). Unless the CoBank Cash Management Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all [[5629054]] purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower shall not use the or otherwise, including proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed to have requested or any other Person for any reason whatsoever; (ii) the Revolving Lenders to make Revolving Loans occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the amount condition [[5629054]] (financial or otherwise) of the difference Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the manner and pursuant date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon provided no Default or Event of Default shall have occurred and be continuing, Chase agrees to make swing line loans to the agreements of the Revolving Lenders set forth in this Section 2.3Parent (individually, the a "Swing Line Lender shall make Loan"; collectively the "Swing Line Loans to the Borrower at any time or Loans") from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit Facility; providedCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $15,000,000, provided that after giving effect to any such Swing Line Loan, (i) at no time shall the aggregate principal amount of Swing Line Loans outstanding, when added to Chase's then Aggregate Outstanding Revolving Extensions of Credit, exceed Chase's Revolving Credit Commitment. Amounts borrowed under this subsection 2.16 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not exceed the be entitled to be converted into Eurodollar Loans. Each borrowing of Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan Loans shall be deemed in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. The Parent shall give Chase irrevocable notice (which notice must be a representation received by Chase prior to 11:00 A.M., New York City time) on the Borrower that it is in compliance with requested Borrowing Date specifying the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by Chase to the other provisions Parent at the office of this AgreementChase by crediting the account of the Parent at such office with such proceeds. (b) Prior to the Restatement Effective Date, the Borrower may borrow, repay and reborrow Parent issued a promissory note to evidence the Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject made by Chase to the CoBank Cash Management Parent, substantially in the form of Exhibit C to this Agreement settle against (the "Swing Line Note"), payable to the order of Chase and representing the obligation of the Parent to pay the unpaid principal amount of the Swing Line LoanLoans made to the Parent, with interest thereon as prescribed in subsection 2.19. The Swing Line Note shall continue to be outstanding on the Restatement Effective Date and shall continue to evidence the Swing Line Loans. Chase is hereby authorized to record the Borrowing Date, the Borrower amount of each Swing Line Loan made to the Parent and the date and amount of each payment or prepayment of principal thereof, on the appropriate schedule annexed to and constituting a part of the Swing Line Note (or any continuation thereof) and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The Swing Line Loans shall mature on the Termination Date and bear interest for the period from the date thereof to the Termination Date on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 2.19. (c) Chase at any time in its sole and absolute discretion, may, and on each Monday (or if such day is not use a Business Day, the next Business Day) shall, on behalf of the Parent (which hereby irrevocably directs Chase to act on its behalf) request prior to 11:00 A.M. (New York City time) each Revolving Credit Lender, including Chase, to make a Revolving Credit Loan to the Parent in an amount equal to such Revolving Credit Lender's Revolving Credit Commitment Percentage of the amount of the Swing Line Loans made to the Parent (the "Refunded Swing Line Loans") outstanding on the date such notice is given; provided, that no such request shall be made at any time when the aggregate principal amount of the Swing Line Loans at such time does not exceed $1,000,000 (such Swing Line Loans which in the aggregate do not exceed $1,000,000 are referred to herein as the "Lesser Swing Line Loans"). Unless any of the events described in paragraph (f) of Section 8 shall have occurred (in which event the procedures of paragraph (d) of this subsection 2.16 shall apply) each Revolving Credit Lender shall make the proceeds of any its Revolving Credit Loan to the Parent available to Chase for the account of Chase at the office of Chase specified in subsection 11.2 prior to 2:00 P.M. (New York City time) in funds immediately available on the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans of the Parent. Each Revolving Credit Loan made pursuant to this subsection 2.16(c) shall be an ABR Loan. (d) If prior to the making of a Revolving Credit Loan to refinance any outstanding Swing Line Loan. If at any time Revolving Credit Borrower pursuant to paragraph (c) of this subsection 2.16 one of the aggregate principal balance events described in paragraph (f) of Section 8 shall have occurred, each Revolving Credit Lender will on the date such Revolving Credit Loan was to have been made or the date such Revolving Credit Loan would have otherwise been made had the Swing Line Loans then outstanding exceeds the not been Lesser Swing Line CommitmentLoans, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans purchase an undivided participating interest in the Refunded Swing Line Loans or Lesser Swing Line Loans, as the case may be, in an amount equal to its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans or Lesser Swing Line Loans, as the difference in the manner and pursuant case may be. Each Revolving Credit Lender will immediately transfer to the terms of Section 2.2(b).Chase, in

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements provided no Default or Event of the Revolving Lenders set forth in this Section 2.3Default shall have occurred and be continuing, JPMorgan Chase Bank agrees to make swing line loans (individually, a "Swing Line Loan"; collectively, the "Swing Line Lender shall make Swing Line Loans Loans") available to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit Facility; providedCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000, provided that JPMorgan Chase Bank shall have no obligation to and shall not issue any Swing Line Loan if, after giving effect to such issuance, the Available Revolving Credit Commitment with respect to any such Lender would be less than zero. Amounts borrowed by the Borrower under this subsection 2.5 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loan, (i) the aggregate amount Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. Each borrowing of Swing Line Loans shall not exceed be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. The Borrower shall give JPMorgan Chase Bank irrevocable notice (which notice must be received by JPMorgan Chase Bank prior to 12:00 Noon, New York City time) on the Swing Line Commitment and (ii) requested Borrowing Date specifying the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the The proceeds of any each Swing Line Loan will be made available by JPMorgan Chase Bank to refinance any outstanding Swing Line Loan. If the Borrower at the office of JPMorgan Chase Bank specified in subsection 10.2 by crediting the account of the Borrower at such office with such proceeds. (b) JPMorgan Chase Bank at any time in its sole and absolute discretion, may, and on each Monday (or if such day is not a Business Day, the aggregate principal balance next Business Day) shall, on behalf of the Borrower (which hereby irrevocably directs JPMorgan Chase Bank to act on its behalf) request prior to 12:00 Noon (New York City time) each Lender, including JPMorgan Chase Bank, to make a Revolving Credit Loan in an amount equal to such Lender's Revolving Credit Percentage of the amount of the Swing Line Loans then outstanding exceeds (the "Refunded Swing Line CommitmentLoans") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 8 shall have occurred (in which event the procedures of paragraph (d) of this subsection 2.5 shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMorgan Chase Bank for the account of JPMorgan Chase Bank at the office of JPMorgan Chase Bank specified in subsection 10.2 prior to 2:00 P.M. (New York City time) in funds immediately available on the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Each Revolving Credit Loan made pursuant to this subsection 2.5(b) shall be an ABR Loan. (c) If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 2.5 one of the events described in paragraph (f) of Section 8 shall have occurred, each Lender will on the date such Revolving Credit Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Percentage of such Refunded Swing Line Loan. Each Lender will immediately transfer to JPMorgan Chase Bank, in immediately available funds, the amount of its participation and upon receipt thereof JPMorgan Chase Bank will deliver to such Lender a Swing Line Loan participation certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMorgan Chase Bank has received from any Lender such Lender's participating interest in a Refunded Swing Line Loan, JPMorgan Chase Bank receives any payment on account thereof, JPMorgan Chase Bank will distribute to such Lender its participating interest in such amount (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by JPMorgan Chase Bank is required to be returned, such Lender will return to JPMorgan Chase Bank any portion thereof previously distributed by JPMorgan Chase Bank to it. (e) Each Lender's obligation to purchase participating interests pursuant to this subsection 2.5 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against JPMorgan Chase Bank, the Borrower shall be deemed to have requested or anyone else for any reason whatsoever; (ii) the Revolving Lenders to make Revolving Loans occurrence or continuance of an Event of Default; (iii) any adverse change in the amount condition (financial or otherwise) of the difference in Borrower; (iv) any breach of this Agreement by the manner and pursuant Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to each of the Borrower at any time or Borrowers from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit Facility; providedCommitment Period in an aggregate principal amount as to all of the Borrowers at any one time outstanding not to exceed $10,000,000, provided that after giving effect to any such at no time may the sum of the then outstanding Swing Line LoanLoans, Revolving Credit Loans (including, without limitation, in the case of Revolving Credit Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof) and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by any of the Borrowers under this subsection 2.5 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Parent Borrower (on behalf of itself or such other Borrower, as the case may be) shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying (i) the aggregate amount identity of Swing Line Loans shall not exceed the Swing Line Commitment Borrower and (ii) the Revolving Credit Facility Usage amount of the requested Swing Line Loan which shall not exceed be in a minimum amount of $500,000 or whole multiples of $100,000 in excess thereof. The proceeds of the Revolving Commitments. Each request Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at the office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) Each of the Borrowers agrees that, upon the request to the Administrative Agent by the Swing Line Lender, in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-4, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "Swing Line Note"), payable to the order of the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (a) be dated the Effective Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and, at any time as there shall be a Swing Line Loan shall be deemed to be a representation by outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower that it is to which such Swing Line Loan shall have been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan as an ABR Loan in compliance with the proviso at the end an amount equal to such Revolving Credit Lender's Revolving Credit Commitment Percentage of the preceding sentence and with Section 4.2 after giving effect to principal amount of the requested Swing Line Loan. Within Loans (the "Refunded Swing Line Loans") outstanding on the date such limits of time and amount and subject to notice is given; provided that the other provisions of this Agreement, subsection shall not affect the Borrower may borrow, repay and reborrow obligations of any of the Borrowers to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(e). Unless the CoBank Cash Management Agreement Revolving Credit Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.5 shall apply), each Revolving Credit Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Credit Lender shall, at the option of the Swing Line Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan as an ABR Loan or (ii) purchase an undivided participating interest in effect such Swing Line Loans, in either case in an amount equal to such Revolving Credit Lender's Revolving Credit Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Borrower has elected (without modification) Revolving Credit Commitments of the aggregate principal amount of such Swing Line Loans. Each Revolving Credit Lender will make the proceeds of any Revolving Credit Loan made pursuant to its rule set instructions or similar document to have its accounts that are subject the immediately preceding sentence available to the CoBank Cash Management Agreement settle against Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Credit Commitments expire or terminate. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that the Revolving Credit Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Revolving Credit Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender's participating interest in a Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance Lender receives any outstanding Swing Line Loan. If at any time the aggregate principal balance of payment on account thereof, the Swing Line Loans then Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender's participating interest was outstanding exceeds and funded); provided, however, that in the event that such payment received by the Swing Line CommitmentLender is required to be returned, the Borrower shall be deemed to have requested the such Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant Credit Lender will return to the terms of Section 2.2(b)Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) (i) to the Parent Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000 and (ii) to Pickfords (to the extent its status as a Foreign Subsidiary Borrower is effective) from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which does not exceed $5,000,000, provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans (including, without limitation, in the case of Revolving Credit Loans and Swing Line Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof), Permitted Receivables Transaction Prepayment Amount and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by any Borrower under this subsection 2.4 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans made to the Parent Borrower shall make be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans or Swing Line Foreign Currency Loans. All Swing Line Loans made to Pickfords shall be made in any Designated Foreign Currency selected by Pickfords, shall be Swing Line Foreign Currency Loans and shall not be entitled to be converted into Eurocurrency Loans or ABR Loans. The Parent Borrower (on behalf of itself or Pickfords, as the case may be) shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to (x) 12:00 Noon, New York City time, in the case of any Swing Line Loan to the Parent Borrower, and (y) 11:00 A.M., London time, in the case of any Swing Line Loan to Pickfords) on the requested Borrowing Date specifying (1) the identity of the Borrower, (2) if the Borrower is Pickfords, the Designated Foreign Currency of such Swing Line Loan and the Interest Period to be applicable thereto, which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”, and (3) the amount of the requested Swing Line Loan, which shall be in a minimum amount of (or, in the case of Swing Line Loans to Pickfords, the Dollar Equivalent of the principal amount thereof shall be in an amount equal to) $500,000 or whole multiples of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars (in the case of the Parent Borrower) or in the Designated Foreign Currency specified in such notice (in the case of Pickfords). (b) Each of the Parent Borrower and Pickfords agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-3, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the order of the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Termination Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which such Swing Line Loan shall be been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Revolving Credit Lender, including the Swing Line Lender, (i) with respect to all of the Swing Line Loans to the Borrower at any time or from time Parent Borrower, to time after the Closing Date to, but not including, the Maturity Date with respect to the make a Revolving Credit Facility; provided, that after giving effect Loan as an ABR Loan in an amount equal to any such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the principal amount of all such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) with respect to all of the Swing Line Loans to Pickfords in any Designated Foreign Currency, to make a Eurocurrency Loan in such Designated Foreign Currency and having an Interest Period of one month in an amount equal to such Revolving Credit Facility Usage shall not exceed Lender’s Revolving Credit Commitment Percentage of the Revolving Commitments. Each request by the Borrower for a principal amount of all such Swing Line Loan shall be deemed to be a representation by Loans (collectively, the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested “Refunded Swing Line Loan. Within Loans”) outstanding on the date such limits of time and amount and subject to notice is given; provided that the other provisions of this Agreement, subsection shall not affect the obligations of the Parent Borrower may borrow, repay and reborrow or Pickfords to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(d). Unless the CoBank Cash Management Revolving Credit Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Revolving Credit Lender will make the proceeds of its Revolving Credit Loan or Eurocurrency Loan, as applicable, available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans or Eurocurrency Loans, as applicable, shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Credit Lender shall, at the option of the Swing Line Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan as an ABR Loan or, in the case of Swing Line Foreign Currency Loans, as a Eurocurrency Loan having an Interest Period of one month (which Revolving Credit Loan shall in each case be deemed a “Revolving Credit Loan” for all purposes of this Agreement is in effect and the Borrower has elected other Loan Documents) or (without modificationii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments of the aggregate principal amount of such Swing Line Loans. Each Revolving Credit Lender will make the proceeds of any Revolving Credit Loan made pursuant to its rule set instructions or similar document to have its accounts that are subject the immediately preceding sentence available to the CoBank Cash Management Agreement settle against Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Credit Commitments expire or terminate and in the currency in which such Swing Line Loans were made. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that the Revolving Credit Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Revolving Credit Lender shall immediately transfer to the Swing Line Lender, in immediately available funds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Parent Borrower shall not use the proceeds or Pickfords in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time (or, in the case of Swing Line Foreign Currency Loans, London time), on a Business Day, distribute to such Revolving Credit Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Revolving Credit Lender’s obligation to make the Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.4(c) and 2.4(d) shall be deemed to have requested the absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lenders to make Revolving Loans in the amount Credit Lender or any of the difference Borrowers may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, Holding, any other Loan Party or any other Revolving Credit Lender; (v) any inability of any of the Borrowers to satisfy the terms conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of Section 2.2(b)the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrower at any time or Company under the Aggregate Multi-Currency Commitment from time to time after during the Closing Date toCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $30,000,000, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, provided that at no time (after giving effect to the making of such Swing Line Loan and the use of the proceeds thereof) may (i) the sum of the Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Aggregate Multi-Currency Commitment or (ii) the Available Multi-Currency Commitment be less than zero. Amounts borrowed by the Company under this subsection 6.1 may be repaid and, up to but excluding the last day of the Commitment Period, reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 11:00 A.M., New York City time) on the requested borrowing date specifying the amount of each requested Swing Line Loan, which shall be in a minimum amount of $500,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Company by crediting the account of the Company designated to the Swing Line Lender with such proceeds. (b) The Swing Line Loans shall be evidenced by a promissory note of the Company substantially in the form of Exhibit C, with appropriate insertions (the "Swing Line Note"), payable to the order of the Swing Line Lender and representing the obligation of the Company to pay the aggregate unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 10.6. The Swing Line Lender is hereby authorized to record the borrowing date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of the Swing Line Note and, in the absence of manifest error, any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure of the Swing Line Lender to make such recordation (or any error in such recordation) shall not affect the Payment Obligations of the Company hereunder or under such Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) bear interest for the period from the Closing Date on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 10.6. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and at any time as there shall be $25,000,000 in aggregate principal amount of Swing Line Loans outstanding shall, on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request each Multi-Currency Lender, including Chase, to make a Revolving Credit Loan in an amount equal to such Multi-Currency Lender's Multi-Currency Commitment Percentage of the amount of the Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such notice is given. Unless any of the events described in paragraph (m) of Section 15 shall have occurred (in which event the procedures of paragraph (d) of this subsection 6.1 shall apply) each Multi-Currency Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line Lender for its own account at the office specified for Chase in subsection 17.3 prior to 11:00 A.M. (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (d) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (c) of subsection 6.1, one of the events described in paragraph (m) of Section 15 shall have occurred, each Multi-Currency Lender will, on the date such Revolving Credit Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Multi-Currency Commitment Percentage of such Refunded Swing Line Loan. Each Multi-Currency Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Multi-Currency Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Multi-Currency Lender such Multi-Currency Lender's participating interest in a Refunded Swing Line Loan pursuant to clause (d) above, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Multi-Currency Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Multi-Currency Lender's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Multi-Currency Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender. (f) Notwithstanding the foregoing, no Multi-Currency Lender shall be required to make such a Revolving Credit Loan to the Company for the purpose of refunding a Swing Line Loan pursuant to clause (c) above or to purchase a participating interest in a Swing Line Loan pursuant to clause (d) above if, prior to the making by the Swing Line Lender of such Swing Line Loan, the Swing Line Lender has received written notice from such Multi-Currency Lender specifying that such Multi-Currency Lender believes in good faith that a Default or Event of Default has occurred and is continuing, describing the nature of such Default or Event of Default and stating that, as a result thereof, such Multi-Currency Lender shall cease to make such Revolving Credit Loans or purchase such participating interests, as the case may be; provided that the obligation of such Multi-Currency Lender to make such Revolving Credit Loans and to purchase such participating interests shall be reinstated upon the earlier to occur of (i) the aggregate amount of Swing Line Loans shall not exceed date upon which such Multi-Currency Lender notifies the Swing Line Commitment Lender that its prior notice has been withdrawn and (ii) the date upon which the Default or Event of Default specified in such notice no longer is continuing (it being understood that, in the event that such Default or Event of Default was not continuing at the time that the Swing Line Lender received such notice, such Multi-Currency Lender shall be obligated to make its Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Loan or purchase its participating interest in such Swing Line Loan shall be deemed to be a representation by the Borrower promptly upon discovery that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(bgood faith belief was erroneous).

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements provided no Default or Event of the Revolving Lenders set forth in this Section 2.3Default shall have occurred and be continuing, the JPMorgan Chase Bank agrees to make swing line loans to each Borrower (individually, a “Swing Line Lender shall make Loan”; collectively the “Swing Line Loans to the Borrower at any time or Loans”) from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit Facility; providedCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $15,000,000, provided that after giving effect to any such Swing Line Loan, (i) at no time shall the aggregate principal amount of Swing Line Loans outstanding, when added to JPMorgan Chase Bank’s then Aggregate Outstanding Revolving Extensions of Credit, exceed JPMorgan Chase Bank’s Revolving Credit Commitment. Amounts borrowed under this subsection 2.16 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not exceed the be entitled to be converted into Eurodollar Loans. Each borrowing of Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan Loans shall be deemed in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. The applicable Borrower shall give JPMorgan Chase Bank irrevocable notice (which notice must be a representation received by JPMorgan Chase Bank prior to 11:00 A.M., New York City time), on the Borrower that it is in compliance with requested Borrowing Date specifying the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by JPMorgan Chase Bank to the other provisions applicable Borrower at the office of this Agreement, JPMorgan Chase Bank by crediting the account of such Borrower may borrow, repay and reborrow at such office with such proceeds. The Swing Line Loans in accordance with this Section 2.3. Unless shall mature on the CoBank Cash Management Agreement is in effect Termination Date and bear interest for the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject period from the date thereof to the CoBank Cash Management Agreement settle against Termination Date on the unpaid principal amount thereof from time to time outstanding the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 2.19. (b) JPMorgan Chase Bank at any time in its sole and absolute discretion, may, and on each Monday (or if such day is not a Business Day, the next Business Day) shall, on behalf of the applicable Borrower (which hereby irrevocably direct JPMorgan Chase Bank to act on their behalf) request prior to 11:00 A.M., New York City time, each Lender, including JPMorgan Chase Bank, to make a Revolving Credit Loan to such Borrower in an amount equal to such Lender’s Commitment Percentage of the amount of the Swing Line LoanLoans made to such Borrower (the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided, that no such request shall be made at any time when the Borrower aggregate principal amount of the Swing Line Loans at such time does not exceed $1,000,000 (such Swing Line Loans which in the aggregate do not exceed $1,000,000 are referred to herein as the “Lesser Swing Line Loans”). Unless any of the events described in paragraph (f) of Section 8 shall not use have occurred (in which event the procedures of paragraph (c) of this subsection 2.16 shall apply) each Lender shall make the proceeds of any its Revolving Credit Loan to the applicable Borrower available to JPMorgan Chase Bank for the account of JPMorgan Chase Bank at the office of JPMorgan Chase Bank specified in subsection 11.2 prior to 2:00 P.M., New York City time, in funds immediately available on the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans of such Borrower. Each Revolving Credit Loan made pursuant to this subsection 2.16(b) shall be an ABR Loan. (c) If prior to the making of a Revolving Credit Loan to refinance any outstanding Swing Line Loan. If at any time Borrower pursuant to paragraph (b) of this subsection 2.16 one of the aggregate principal balance events described in paragraph (f) of Section 8 shall have occurred, each Lender will on the date such Revolving Credit Loan was to have been made or the date such Revolving Credit Loan would have otherwise been made had the Swing Line Loans then outstanding exceeds the not been Lesser Swing Line CommitmentLoans, purchase an undivided participating interest in the Borrower shall be deemed Refunded Swing Line Loans or Lesser Swing Line Loans, as the case may be, in an amount equal to have requested its Commitment Percentage of such Refunded Swing Line Loans or Lesser Swing Line Loans, as the Revolving Lenders case may be. Each Lender will immediately transfer to make Revolving Loans JPMorgan Chase Bank, in immediately available funds, the amount of its participation and upon receipt thereof JPMorgan Chase Bank will deliver to such Lender a Swing Line Loan participation certificate dated the difference date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMorgan Chase Bank has received from any Lender such Lender’s participating interest in a Refunded Swing Line Loan or Lesser Swing Line Loan, as the case may be, JPMorgan Chase Bank receives any payment on account thereof, JPMorgan Chase Bank will distribute to such Lender its participating interest in such amount (appropriately adjusted in the manner case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by JPMorgan Chase Bank is required to be returned, such Lender will return to JPMorgan Chase Bank any portion thereof previously distributed by JPMorgan Chase Bank to it. (e) Each Lender’s obligation to purchase on a pro rata basis participating interests pursuant to this subsection 2.16 shall not be affected by any circumstance (except for any circumstance resulting solely from the terms gross negligence or willful misconduct of Section 2.2(bJPMorgan Chase Bank), including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any Borrower may have against JPMorgan Chase Bank, the Company, the Subsidiary Borrowers or any other Person for any reason whatsoever; (ii) any adverse change in the condition (financial or otherwise) of the Company; (iii) any breach of this Agreement by any Borrower or any other Lender; or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall Bank hereby agrees to make swing line loans to the Company (individually, a “Committed Swing Line Loans to Loan”; collectively the Borrower at any time “Committed Swing Line Loans”; or the “Swing Line Loans”) from time to time after during the Commitment Period applicable to the Swing Line Bank in an aggregate principal amount at any one time outstanding not to exceed the Swing Line Commitment; provided that the aggregate unpaid principal amount of all Swing Line Loans, together with the aggregate unpaid principal amount of all Revolving Credit Loans, LOC Obligations and all Bid Loans at any one time outstanding, may not exceed the aggregate amount of the Commitments. Amounts borrowed by the Company under this subsection 2.19 may be repaid and, through but excluding the Termination Date applicable to the Swing Line Bank, reborrowed. All Committed Swing Line Loans shall be made as ABR Loans and may not be converted into Eurodollar Loans. Each borrowing of Swing Line Loans shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof. The Company shall give the Administrative Agent (which shall promptly notify the Swing Line Bank) irrevocable notice (which notice must be received by the Administrative Agent prior to 2:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of the requested Committed Swing Line Loan to be made by the Swing Line Bank. The proceeds of each Committed Swing Line Loan shall be made available by the Swing Line Bank to the Administrative Agent for the account of the Company at the applicable office of the Administrative Agent specified prior to 4:30 p.m. on the requested Borrowing Date. (b) The Swing Line Loans made by the Swing Line Bank to the Company shall be evidenced by a promissory note of the Company substantially in the form of Exhibit I, with appropriate insertions (the “Swing Line Note”), payable to the order of the Swing Line Bank and representing the obligation of the Company to pay the unpaid principal amount of the Swing Line Loans made to the Company, with interest thereon as prescribed in subsection 2.9. The Swing Line Bank is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan made to the Company and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of its Swing Line Note (or any continuation thereof) and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. Each Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date toapplicable to the Swing Line Bank and (c) bear interest for the period from the date thereof to the applicable Termination Date on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, but and payable as specified in, subsection 2.9. (c) In the event that the Company has not notified the Administrative Agent of its intent to repay the Swing Line Loans made on any Borrowing Date by 12:00 noon New York City time on the Business Day immediately following such Borrowing Date and has not in fact repaid such Swing Line Loans (including accrued interest thereon) in full by such time, the Company shall be deemed to have made an irrevocable request to the Administrative Agent under subsection 2.3 (which for purposes of this subsection shall be deemed to be timely and sufficient) for a borrowing on such date of Revolving Credit Loans that are ABR Loans in an aggregate amount equal to the then unpaid aggregate principal amount of such Swing Line Loans made to the Company. The proceeds of such Revolving Credit Loans shall be immediately applied to repay such Swing Line Loans. (d) In the event that for any reason whatsoever (including, without limitation, the Maturity Date occurrence of an event specified in paragraph (g) of Section 7 with respect to the Company), the procedures set forth in the foregoing paragraph (c) are not followed, each Bank shall, upon notice from the Administrative Agent, promptly purchase from the Swing Line Bank participations in (or, if and to the extent specified by the Swing Line Bank, a direct interest in) the Swing Line Loans made by the Swing Line Bank (collectively, the “Unrefunded Swing Line Loans”) in an aggregate amount equal to the amount of the Revolving Credit FacilityLoan it would have been obligated to make pursuant to the procedures set forth in the foregoing paragraph (c). (e) Each Bank shall, not later than 4:00 P.M. New York City time on the Business Day on which such notice is received (if such notice is received by 2:15 P.M. New York City time) or 9:00 A.M. New York City time on the next succeeding Business Day (if such notice is received after 2:15 P.M. New York City time), make available the amount of the Revolving Credit Loan to be made by it (or the amount of the participations or direct interests to be purchased by it, as the case may be) to the Administrative Agent at the applicable office of the Administrative Agent specified in subsection 9.2 and the amount so received by the Administrative Agent shall promptly be made available to the Swing Line Bank by remitting the same, in immediately available funds, to the Swing Line Bank, in accordance with the provisions of paragraph (g) below. (f) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s participating interest in an Unrefunded Swing Line Loan pursuant to paragraph (d) above, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to such Bank its participating interest in such amount (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the Swing Line Bank any portion thereof previously distributed by the Swing Line Bank to it. (g) All payments (including prepayments) to be made by the Company hereunder and under the Swing Line Notes, whether on account of principal, interest, fees or otherwise, shall be made without set off, counterclaim or any other deduction whatsoever and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Swing Line Bank, at the Administrative Agent’s office specified in subsection 9.2, in Dollars and in immediately available funds, and upon receipt by the Administrative Agent of any payment made by the Company in accordance with the terms of this Agreement and the Swing Line Notes, the Company shall have satisfied its payment obligation with respect to the obligation on account of which such payment was made. Any such payment made at or after giving effect 1:00 P.M. New York City time, on any day shall be deemed made on the following Business Day. The Administrative Agent shall distribute such payments to the Swing Line Bank promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (h) Anything in this Agreement to the contrary notwithstanding (including, without limitation, in subsection 4.2), the obligation of each Bank to make its Revolving Credit Loan (or purchase its participation or direct interest in such Swing Line Loan, as the case may be) pursuant to this subsection 2.19 is unconditional under any and all circumstances whatsoever and shall not be subject to set-off, counterclaim or defense to payment that such Bank may have or have had against the Company, the Administrative Agent, the Swing Line Bank or any other Bank and, without limiting any of the foregoing, shall be unconditional irrespective of (i) the aggregate amount occurrence of Swing Line Loans shall not exceed the Swing Line Commitment and any Default or Event of Default, (ii) the Revolving Credit Facility Usage shall not exceed financial condition of the Revolving Company, any Affiliate, the Administrative Agent, the Swing Line Bank or any other Bank or (iii) the termination or cancellation of the Commitments. Each request by the Borrower for The Company agrees that any Bank so purchasing a participation (or direct interest) in such Swing Line Loan may exercise all rights of set-off, bankers’ lien, counter claim or similar rights with respect to such participation as fully as if such Bank were a direct holder of a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)such participation.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the any Borrower at any time or from time to time after during the Closing Date toCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $170.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Loans and L/C Obligations exceed the lesser of the Commitments then in effect and the Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered). Amounts borrowed by any Borrower under this subsection 2.4 may be repaid and, through but not including, excluding the Maturity Date with respect to the Revolving Credit Facility; providedDate, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of reborrowed. All Swing Line Loans made to any Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Borrower Representative (on behalf of any Borrower) shall give the Swing Line Commitment Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) Each Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the order of the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated as of the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9.1(f)) each Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Commitment Percentage of the principal amount of all Swing Line Loans ( a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Lender’s Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of any Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(b). Unless the CoBank Cash Management Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Lender hereby agrees to make the proceeds of its Revolving Loan (including, without limitation, any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans (including, without limitation, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Lender’s Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Lenders to share in such Swing Line Loans ratably based upon their respective Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Commitments expire or terminate. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Commitments. In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated as of the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from any Borrower shall not use the proceeds in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower shall Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be deemed returned, such Lender will return to have requested the Revolving Lenders Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Lender’s obligation to make Revolving Loans and to purchase participating interests with respect to Swing Line Loans in the amount accordance with subsections 2.4(c) and 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any of the difference Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other Lender; (v) any inability of any of the Borrowers to satisfy the terms conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of Section 2.2(b)the foregoing.

Swing Line Commitments. Subject to the terms and conditions hereof and relying upon the agreements of the Revolving A-1 Loan Lenders set forth in this Section 2.3, the Swing Line Lender shall make Swing Line Loans to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving A-1 Credit Facility; providedprovided that, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment Commitment, and (ii) the Revolving A-1 Credit Facility Usage shall not exceed the Revolving A-1 Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 Article IV after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the The Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving A-1 Loan Lenders to make Revolving A-1 Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)2.2 and such Revolving A-1 Loans shall be allocated on a pro rata basis to each Revolving A-1 Loan Lender based on its Pro Rata Share of its Revolving A-1 Commitment.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon hereof, each Swing Line Lender severally agrees to make short-term funding loans, which may be 46 40 designated in the agreements Borrowing Notice in the form of Exhibit F-1 in respect thereof as (i) based on the Tranche A Borrowing Base of the Revolving Lenders applicable Borrower ("TRANCHE A SWING LINE LOANS"), (ii) based on the Servicing Advance Portion of the applicable Borrower's Tranche B Borrowing Base ("TRANCHE B SWING LINE ADVANCE LOANS"), and/or (iii) based on the Servicing Portfolio Portion of the applicable Borrower's Tranche B Borrowing Base ("TRANCHE B SWING LINE PORTFOLIO LOANS"; together with the Tranche B Swing Line Advance Loans, the "TRANCHE B SWING LINE LOANS"), to each Borrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed such Swing Line Lender's Swing Line Commitment; PROVIDED, that no Swing Line Loans may be made if, after giving effect thereto, (A) the aggregate outstanding Principal Amount of all Loans would exceed the Tranche A Commitment Amount plus the Tranche B Commitment Amount, (B) the aggregate outstanding Principal Amount of Swing Line Loans of any Swing Line Lender would exceed such Swing Line Lender's Swing Line Commitment, (C) the aggregate outstanding principal amount of all Tranche B Loans, Tranche B CAF Advances and Tranche B Swing Line Loans would exceed the Tranche B Commitment Amount, (D) the aggregate outstanding Principal Amount of all Tranche A Loans, Tranche A CAF Advances and Tranche A Swing Line Loans made to HomeSide would exceed the HomeSide Tranche A Borrowing Base, (E) the aggregate outstanding Principal Amount of all Tranche A Loans, Tranche A CAF Advances and Tranche A Swing Line Loans made to HonoMo would exceed the HonoMo Tranche A Borrowing Base, (F) the aggregate outstanding Principal Amount of all Tranche B Advance Loans, Tranche B CAF Advances and Tranche B Swing Line Advance Loans made to HomeSide would exceed the Servicing Advance Portion of the HomeSide Tranche B Borrowing Base, (G) the aggregate outstanding Principal Amount of all Tranche B Advance Loans, Tranche B CAF Advances and Tranche B Swing Line Advance Loans made to HonoMo would exceed the Servicing Advance Portion of the HonoMo Tranche B Borrowing Base, (H) the aggregate outstanding Principal Amount of all Tranche B Portfolio Loans and Tranche B Swing Line Portfolio Loans made to HomeSide would exceed the Servicing Portfolio Portion of the HomeSide Tranche B Borrowing Base, (I) the aggregate outstanding Principal Amount of all Tranche B Portfolio Loans and Tranche B Swing Line Portfolio Loans made to HonoMo would exceed the Servicing Portfolio Portion of the HonoMo Tranche B Borrowing Base, (J) the aggregate outstanding Principal Amount of all Tranche A Loans, Tranche A CAF Advances and Tranche A Swing Line Loans made to HonoMo would exceed the HonoMo Tranche A Sublimit or (K) the aggregate outstanding Principal Amount of all Tranche B Loans, Tranche B CAF Advances and Tranche B Swing Line Loans made to HonoMo would exceed the HonoMo Tranche B Sublimit. (b) Each Borrower may borrow under the Swing Line Commitments during the Commitment Period on any Business Day, PROVIDED that HomeSide, for itself or on behalf of HonoMo, shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 2:00 P.M., New York City time, on the requested Borrowing Date, specifying the amount to be borrowed. Each borrowing under the Swing Line Commitments, or in the event HomeSide and HonoMo make a borrowing of Swing Line Loans on the same day, the combined amount of such Swing Line Loans, shall be in an amount equal to $2,500,000 or a whole multiple of $1,000,000 in excess thereof. Each such notice shall be in writing or by fax in the form of Exhibit F-1 and shall include the information required as set forth therein, including the information to be provided by the Collateral Agent as set forth 47 41 therein. During the Commitment Period each Borrower may use the Swing Line Commitments by borrowing, prepaying the Swing Line Loans in this Section 2.3whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Upon receipt of any such notice from HomeSide, the Administrative Agent shall promptly notify each Swing Line Lender thereof. Each Swing Line Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the applicable Borrower at the Payment Office prior to 3:00 p.m., New York City time, on the Borrowing Date requested by HomeSide in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the applicable Borrower by the Administrative Agent at the Payment Office by crediting the applicable Funding Account with the aggregate of the amounts made available to the Administrative Agent by the Swing Line Lenders and in like funds as received by the Administrative Agent. (c) The Administrative Agent may at any time in its sole and absolute discretion, and, with respect to each Swing Line Loan which has not been repaid by the applicable Borrower in immediately available funds prior to 10:30 A.M., New York City time, on the Thursday (or if such day is not a Business Day, the Business Day first preceding such day) first occurring after the Borrowing Date with respect to such Swing Line Loan shall, on behalf of such Borrower (which hereby irrevocably directs the Swing Line Lender shall make Swing Line Loans to the Borrower at any time act on its behalf) request prior to 12:00 Noon, New York City time, each Lender on such Thursday (or from time to time such next preceding Business Day) after the Closing Date to, but not including, the Maturity Borrowing Date with respect to such Swing Line Loan (i) to make a Tranche A Loan in an amount equal to such Lender's Tranche A Commitment Percentage of the Revolving Credit Facility; providedamount of each such Swing Line Loan that is a Tranche A Swing Line Loan and (ii) to make a Tranche B Loan in an amount equal to such Lender's Tranche B Commitment Percentage of the amount of each such Swing Line Loan that is a Tranche B Swing Line Loan (collectively, the "MATURING SWING LINE LOANS"). Unless any of the events described in paragraph (f) of Section 9 shall have occurred (in which event the procedures of paragraph (d) of this subsection 2.9 shall apply) each Lender shall make the proceeds of its Tranche A Loan or Tranche B Loan, as the case may be, available to the Administrative Agent for the account of the Swing Line Lenders at the Payment Office prior to 2:00 P.M., New York City time, in funds immediately available on the date such notice is given. The proceeds of such Tranche A Loans or Tranche B Loans, as the case may be, shall be immediately applied to repay the Maturing Swing Line Loan. Each Tranche A Loan or Tranche B Loan made pursuant to this subsection 2.9(c) shall be an ABR Loan. Such Tranche B Loans shall be Tranche B Advance Loans or Tranche B Portfolio Loans, as the case may be, as determined by such type of the applicable Swing Line Loans refunded thereby. (d) If prior to the making of a Tranche A Loan or a Tranche B Loan pursuant to paragraph (c) of this subsection 2.9 one of the events described in paragraph (f) of Section 9 shall have occurred, each Lender will, on the date such Tranche A Loan or Tranche B Loan was to have been made, purchase an undivided participating interest in the Maturing Swing Line Loan that after giving effect was to any have been refunded with the proceeds of such Tranche A Loan or such Tranche B Loan, as the case may be, in an amount equal to its Tranche A Commitment Percentage of such Maturing Swing Line Loan, in the case of such 48 42 Tranche A Loan, or in an amount equal to its Tranche B Commitment Percentage of such Maturing Swing Line Loan, in the case of such Tranche B Loan. Each Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation and upon receipt thereof (i) the aggregate amount of Administrative Agent will make such funds available to each Swing Line Loans shall not exceed the Lender based pro rata on their respective portion of such Swing Line Commitment Loan and (ii) each such Swing Line Lender will deliver to the Revolving Credit Facility Usage shall not exceed Administrative Agent, and the Revolving Commitments. Each request by the Borrower for Administrative Agent will in turn promptly deliver to each such Lender, a Swing Line Loan shall be deemed to be participation certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Administrative Agent has received from any Lender such Lender's participating interest in a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Maturing Swing Line Loan, the Borrower Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Lender its participating interest in such amount (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); PROVIDED, HOWEVER, that in the event that such payment received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. (f) Each Lender's obligation to purchase participating interests pursuant to this subsection 2.9 shall be absolute and unconditional and shall not use be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or either Borrower may have against the proceeds of Administrative Agent or any Swing Line Lender, either Borrower or anyone else for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default; (iii) any adverse change in the financial condition of either Borrower; (iv) any breach of this Agreement by any Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon hereof, JPMorgan Chase Bank, N.A. (in such capacity, the agreements “Swing Line Lender”) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to the Borrower from time to time on any Business Day during the period from the Closing Date to the Commitment Termination Date of the Revolving Lenders Swing Line Lender in an aggregate principal amount at any one time outstanding not to exceed the Swing Line Commitment, provided that at no time may the aggregate principal amount of the Total Extensions of Credit exceed the aggregate amount of the Commitments. During the Commitment Period, the Borrower may use the Swing Line Commitments by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Swing Line Loans may from time to time be (i) ABR Loans, (ii) ASK Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance herewith and shall not be entitled to be converted into Eurodollar Loans or Reference Rate Loans. The Borrower shall give the Swing Line Lender irrevocable written notice (which notice must be received by such Swing Line Lender prior to (x) 3:00 P.M., New York City time, in the case of ABR Loans and (y) 2:00 P.M., New York City time, in the case of ASK Rate Loans), on the requested Borrowing Date specifying the Type and amount of the requested Swing Line Loan which shall be in a minimum amount of $500,000 or whole multiples of $100,000 in excess thereof. The proceeds of all such Swing Line Loans will then be made available to the Borrower by the Swing Line Lender by crediting the account of the Borrower on the books of the Swing Line Lender, or such other account of the Borrower as shall have been designated by the Borrower to the Swing Line Lender. (c) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of each Swing Line Loan on the earlier of (x) the Commitment Termination Date and (y) the 14th Business Day after such Swing Line Loan was made (or such earlier date on which the Swing Line Loans become due and payable pursuant to Article 7). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Swing Line Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.9. (i) The Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to the Swing Line Lender resulting from each Swing Line Loan from time to time, including the amounts of principal and interest payable and paid to the Swing Line Lender from time to time under this Agreement. (ii) The Administrative Agent shall maintain the Register pursuant to Section 9.6(d), and a subaccount therein for the Swing Line Lender, in which shall be recorded (i) the amount of each Swing Line Loan made hereunder and the Type thereof, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to the Swing Line Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower for the account of the Swing Line Lender. (iii) The entries made in the Register and the account of the Swing Line Lender maintained pursuant to Section 2.19(b)(ii) shall, to the extent permitted by applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of the Swing Line Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Swing Line Loans made the Borrower by the Swing Line Lender in accordance with the terms of this Agreement. (iv) The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender, the Borrower will execute and deliver to the Swing Line Lender a promissory note of 44 the Borrower evidencing the Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit B with appropriate insertions as to date and principal amount (a “Swing Line Note”). (d) The Swing Line Lender in its sole and absolute discretion may, at any time as there shall be a Swing Line Loan outstanding for more than 10 Business Days, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender (in accordance with the notice provisions under Section 2.3), including the Swing Line Lender, to make a Revolving Credit Loan that is a Eurodollar Loan with an Interest Period of one month in an amount equal to such Lender’s Commitment Percentage of the principal amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that prior to making any such request to the Lenders to make such a Revolving Credit Loan, the Swing Line Lender shall make Swing Line Loans to have given the Borrower at any time or from time one Business Day’s notice of its intent to time after make such request; and provided further the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, Section 2.19 shall not affect the obligations of the Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with the provisions of this Agreement. Unless the Commitments shall have expired or terminated (in which event the procedures of clauses (d) or (e) of this Section 2.19 shall apply), each Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 P.M., New York City time, in funds immediately available in accordance with Section 2.3. Unless The proceeds of such Revolving Credit Loans shall be immediately applied to repay the CoBank Cash Management Agreement is Refunded Swing Line Loans. (e) Except as otherwise provided in effect and Section 2.19(e), if the Borrower has elected (without modification) pursuant to its rule set instructions Commitments shall expire or similar document to have its accounts that terminate at any time while Swing Line Loans are subject to outstanding, each Lender shall, at the CoBank Cash Management Agreement settle against option of the Swing Line LoanLender exercised reasonably, notwithstanding the expiration or termination of the Commitments, make a Revolving Credit Loan in an amount equal to such Lender’s Commitment Percentage determined on the date of, and immediately prior to, the Borrower shall not use expiration or termination of the Commitments, of the aggregate principal amount of such Swing Line Loans. Each Lender will make the proceeds of any Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 2:00 P.M., New York City time, in funds immediately available on the Business Day on which the Commitments expire or terminate; provided, however, in the event that the Lenders do not receive notice of such termination before 12:00 P.M., New York City time on such date such proceeds shall be made available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent, in immediately available funds, prior to 12:00 P.M., New York City time, on the immediately succeeding Business Day. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Commitments. (f) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to refinance any Section 2.19(c), one of the events described in clause (f) of Article 7 shall have occurred and be continuing with respect to the Borrower, each Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.19(d), purchase for cash an undivided participating interest in the then outstanding Swing Line Loan. If at any time Loans by paying to the Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (i) such Lender’s Commitment Percentage times (ii) the sum of the aggregate principal balance amount of the Swing Line Loans then outstanding exceeds that were to have been repaid with such Revolving Credit Loans. (g) Whenever, at any time after the Swing Line CommitmentLender has received from any Lender such Lender’s Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (h) Each Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.19(c) and Section 2.19(d) and to purchase participating interests pursuant to Section 2.19(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to have requested satisfy any of the Revolving Lenders to make Revolving Loans other conditions specified in Article 4, (iii) any adverse change in the amount condition (financial or otherwise) of the difference in Borrower, (iv) any breach of this Agreement or any Note by the manner and pursuant Borrower, any Guarantor or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof (including, without limitation, Section 2.23(d)), and relying upon provided no Default or Event of Default shall have occurred and be continuing, the agreements of Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”, and collectively, the “Swing Line Loans”) available to the Borrower from time to time during the Revolving Lenders set forth Credit Commitment Period in this Section 2.3an aggregate principal amount at any one time outstanding not to exceed $25,000,000; provided that, the Swing Line Lender shall make have no obligation to and shall not issue any Swing Line Loans to the Borrower at any time or from time to time after the Closing Date toLoan if, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loanissuance, (i) the aggregate amount Outstanding Revolving Extensions of Credit of all Lenders would exceed the Revolving Credit Commitments of all Lenders then in effect. Amounts borrowed by the Borrower under this Section 2.5 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. Each Swing Line Borrowing shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. The Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall be deemed Lender prior to be a representation by 2:30 p.m., on the Borrower that it is in compliance with requested Borrowing Date) specifying the proviso at Borrowing Date and the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within Each such limits notice given by means other than written notice shall be promptly confirmed in writing by the Borrower. The proceeds of time and amount and subject each Swing Line Loan will be made available by the Swing Line Lender to the other provisions Borrower by crediting the account of this Agreementthe Borrower with such proceeds. (b) The Swing Line Lender at any time in its sole and absolute discretion, may, and on each Monday (or if such day is not a Business Day, the next Business Day) shall, on behalf of the Borrower may borrow(which hereby irrevocably directs the Swing Line Lender to act on its behalf) request prior to 12:00 p.m., repay and reborrow that each Lender, including the Swing Line Lender, make a Revolving Credit Loan in an amount equal to such Lender’s Applicable Percentage of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in accordance with Section 8.1(f) shall have occurred (in which event the procedures of paragraph (c) of this Section 2.32.5 shall apply), each Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender prior to 2:30 p.m. in funds immediately available on the date such notice is given. Unless The proceeds of such Revolving Credit Loans shall be immediately applied to repay the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) Refunded Swing Line Loans. Each Revolving Credit Loan made pursuant to its rule set instructions or similar document this Section 2.5(b) shall be an ABR Loan. (c) If prior to the making of the Revolving Credit Loans pursuant to Section 2.5(b) one of the events described in Section 8.1(f) shall have occurred, each Lender will on the date such Revolving Credit Loans were to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its accounts that are subject Applicable Percentage of such Refunded Swing Line Loan. Each Lender will immediately transfer to the CoBank Cash Management Agreement settle against Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will grant to such Lender a Swing Line Loan participation as of the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender’s participating interest in a Refunded Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance Lender receives any outstanding Swing Line Loan. If at any time the aggregate principal balance of payment on account thereof, the Swing Line Loans then Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding exceeds and funded); provided, however, that in the event that such payment received by the Swing Line CommitmentLender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it. (e) Each Lender’s obligation to purchase participating interests pursuant to this Section 2.5 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed to have requested or anyone else for any reason whatsoever; (ii) the Revolving Lenders to make Revolving Loans occurrence or continuance of a Default or Event of Default; (iii) any adverse change in the amount condition (financial or otherwise) of the difference in Borrower; (iv) any breach of this Agreement by the manner and pursuant Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the any Borrower at any time or from time to time after during the Closing Date toCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $170.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Loans and L/C Obligations exceed the lesser of the Commitments then in effect and the Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered). Amounts borrowed by any Borrower under this subsection 2.4 may be repaid and, through but not including, excluding the Maturity Date with respect to the Revolving Credit Facility; providedDate, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of reborrowed. All Swing Line Loans made to any Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Term SOFR Loans. The Borrower Representative (on behalf of any Borrower) shall give the Swing Line Commitment Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 p.m., New York City time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) Each Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Amendment No. 3 Effective Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the order of the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated as of the Amendment No. 3 Effective Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9.1(f)) each Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Commitment Percentage of the principal amount of all Swing Line Loans ( a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Lender’s Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of any Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(b). Unless the CoBank Cash Management Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 p.m., New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Lender’s Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Lenders to share in such Swing Line Loans ratably based upon their respective Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 p.m., New York City time, in funds immediately available on the Business Day next succeeding the date on which the Commitments expire or terminate. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Commitments. In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated as of the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from any Borrower shall not use the proceeds in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 p.m., New York City time, on a Business Day, distribute to such Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower shall Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lxxxxx’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be deemed returned, such Lender will return to have requested the Revolving Lenders Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Lender’s obligation to make Revolving Loans and to purchase participating interests with respect to Swing Line Loans in the amount accordance with subsections 2.4(c) and 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any of the difference Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other Lender; (v) any inability of any of the Borrowers to satisfy the terms conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of Section 2.2(b)the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or Borrowers (on a joint and several basis as between the Borrowers) from time to time after during the Closing Date toInitial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed an amount agreed from time to time between the Parent Borrower and the Swing Line Lender, but in any event not includinggreater than $250,000,000; provided that at no time may the sum of the Dollar Equivalent of the then outstanding Swing Line Loans, the Maturity Date with respect to Revolving Loans and Revolving L/C Obligations exceed the Revolving Credit Facility; providedCommitments then in effect. Amounts borrowed by the Borrowers under this Section 2.7 may be repaid and, that after giving effect to any such Swing Line Loanthrough but excluding the Initial Revolving Maturity Date, (i) the aggregate amount of reborrowed. All Swing Line Loans made to the Borrowers shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Parent Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall Lender prior to 12:00 P.M., New York City time (or such later time as may be deemed to be a representation agreed by the Swing Line Lender in its reasonable discretion) on the requested Borrowing Date specifying the identity of each applicable Borrower that it is in compliance with (if not the proviso at Parent Borrower) and the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within , which shall be in a minimum amount of $1,000,000 or whole multiples of $500,000 in excess thereof. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Parent Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such limits request shall be deemed to have been automatically made upon the occurrence of time and an Event of Default under Section 9.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount and subject equal to such Lender’s Revolving Commitment Percentage of the other principal amount of all Swing Line Loans (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the Borrower may borrow, repay joint and reborrow several obligations of the Borrowers to prepay Swing Line Loans in accordance with this the provisions of Section 2.34.4(b)(vi). Unless the CoBank Cash Management Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (c) of this Section 2.7 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans (including any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the Borrower has elected other Loan Documents) or (without modificationii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to a Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this Section 2.7(c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from a Borrower shall not use the or otherwise, including proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with Sections 2.7(b) and 2.7(c) shall be deemed to absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender or any Borrower may have requested against the Revolving Lenders to make Revolving Loans Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the amount condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender, (v) any inability of the difference Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the manner and pursuant date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or Borrowers (on a joint and several basis as between the Borrowers) from time to time after during the Closing Date toTranche B-1 Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed an amount agreed from time to time between the Parent Borrower and the Swing Line Lender, but in any event not includinggreater than $250.0 million; provided that at no time may the sum of the Dollar Equivalent of the then outstanding Swing Line Loans, the Maturity Date with respect to Revolving Loans and L/C Obligations exceed the Revolving Credit Facility; providedCommitments then in effect. Amounts borrowed by the Borrowers under this Section 2.7 may be repaid and, that after giving effect to any such Swing Line Loanthrough but excluding the Tranche B-1 Revolving Maturity Date, (i) the aggregate amount of reborrowed. All Swing Line Loans made to the Borrowers shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Parent Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall Lender prior to 12:00 P.M., New York City time (or such later time as may be deemed to be a representation agreed by the Swing Line Lender in its reasonable discretion) on the requested Borrowing Date specifying the identity of each applicable Borrower that it is in compliance with (if not the proviso at Parent Borrower) and the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within , which shall be in a minimum amount of $1.0 million or whole multiples of $500,000 in excess thereof. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Parent Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such limits request shall be deemed to have been automatically made upon the occurrence of time and an Event of Default under Section 9(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount and subject equal to such Lender’s Revolving Commitment Percentage of the other principal amount of all Swing Line Loans (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the Borrower may borrow, repay joint and reborrow several obligations of the Borrowers to prepay Swing Line Loans in accordance with this the provisions of Section 2.34.4(b)(iii). Unless the CoBank Cash Management Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (c) of this Section 2.7 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans (including any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the Borrower has elected other Loan Documents) or (without modificationii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to a Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this Section 2.7(c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from a Borrower shall not use the or otherwise, including proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with Sections 2.7(b) and 2.7(c) shall be deemed to absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender or any Borrower may have requested against the Revolving Lenders to make Revolving Loans Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the amount condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender, (v) any inability of the difference Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the manner and pursuant date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or from time to time after during the Closing Date toInitial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25,000,000; provided that at no time may the sum of the Dollar Equivalent of the then outstanding Swing Line Loans, but not including, the Maturity Date with respect to Revolving Loans and L/C Obligations exceed the Revolving Credit Facility; providedCommitments then in effect. Amounts borrowed by the Borrower under this Subsection 2.7 may be repaid and, that after giving effect to any such Swing Line Loanthrough but excluding the Initial Revolving Maturity Date, (i) the aggregate amount of reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurodollar Daily Simple SOFR Rate Loans or Term SOFR Rate Loans. The Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall Lender prior to 2:00 P.M., New York City time (or such later time as may be deemed to be a representation agreed by the Borrower that it is Swing Line Lender in compliance with its reasonable discretion), on the proviso at requested Borrowing Date specifying the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within , which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. (b) [Reserved]. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such limits request shall be deemed to have been automatically made upon the occurrence of time and an Event of Default under Subsection 9.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount and subject equal to such Lender’s Revolving Commitment Percentage of the other principal amount of all Swing Line Loans (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, Subsection 2.7 shall not affect the obligations of the Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of Subsection 4.4(d). Unless the CoBank Cash Management Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this Subsection 2.7 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan (including any Eurodollar Daily Simple SOFR Rate Loan or Term SOFR Rate Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Subsection 6.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans (including any Eurodollar Daily Simple SOFR Rate Loan or Term SOFR Rate Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower shall not use the or otherwise, including proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with Subsections 2.7(c) and 2.7(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed to have requested or any other Person for any reason whatsoever, (ii) the Revolving Lenders to make Revolving Loans occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the amount condition (financial or otherwise) of the difference Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender, (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the manner and pursuant date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon hereof, each Swing Line Lender severally (but not jointly) agrees to make swing line loans in Dollars (individually, a "Swing Line Loan"; collectively, the agreements of "Swing Line Loans") to the Borrower or a Subsidiary Borrower from time to time prior to the Revolving Lenders set forth Credit Termination Date in this Section 2.3an aggregate principal amount not to exceed 50% of $30,000,000 at any one time outstanding and Chase, as Swing Line Lender, agrees to make Swing Line Loans in Sterling in an aggregate principal amount not to exceed the Optional Currency Equivalent of $30,000,000 at any one time outstanding, provided that, after giving effect to the making of such Swing Line Loans, the Aggregate Revolving Extensions of Credit will not exceed the Revolving Credit Commitments and the aggregate principal amount of Swing Line Loans at any one time outstanding shall not exceed $30,000,000 or the Optional Currency Equivalent thereof; provided, further, that any Swing Line Loan made to a Subsidiary Borrower which is a resident for taxation purposes in the United Kingdom shall be repaid within 364 days and shall be made by an Eligible UK Bank. Amounts borrowed by the Borrower under this subsection 2.6 may be repaid and, during the Revolving Credit Commitment Period, reborrowed. All Swing Line Loans in Dollars shall be made as ABR Loans, and Swing Line Loans in Sterling shall be made on terms agreed upon by Chase and the Borrower. The Borrower or applicable Subsidiary Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent, in the case of Swing Line Loans in Dollars, at or prior to 1:00 P.M., New York City time and, in the case of Swing Line Loans in Sterling, at or prior to 1:00 P.M., London time) on the requested Borrowing Date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple thereof. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Swing Line Lender thereof. Each Swing Line Lender shall make the amount of its pro rata share of each borrowing in Dollars available, and Chase, as Swing Line Loans Lender, shall make the amount of each borrowing in Sterling available, to the Borrower or applicable Subsidiary Borrower in the manner directed by the Administrative Agent on the requested Borrowing Date. (b) The Swing Line Lenders, at any time and in their sole and absolute discretion, may, on behalf of the Borrower or from time to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, applicable Subsidiary Borrower (i) the aggregate amount of Swing Line Loans shall not exceed which hereby irrevocably directs the Swing Line Commitment and (ii) the Lenders to act on its behalf), request each Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Lender, including each Swing Line Lender, to make a Revolving Credit Loan shall be deemed in an amount equal to be a representation by the Borrower that it is in compliance with the proviso at the end such Lender's Revolving Percentage of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then (the "Refunded Swing Line Loans") outstanding exceeds on 49 43 the date such notice is given. Unless any of the events described in paragraph (f) of Section 8 shall have occurred (in which event the procedures of paragraph (c) of this subsection 2.6 shall apply), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line CommitmentLenders or for the account of Chase, as Swing Line Lender, as applicable, at the Borrower office of the Administrative Agent prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be deemed immediately applied to repay the Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of subsection 2.6, one of the events described in paragraph (f) of Section 8 shall have occurred, each Revolving Credit Lender hereby agrees to and will, on the date such Revolving Credit Loan was to have requested been made, purchase an undivided participating interest in each Refunded Swing Line Loan in an amount equal to its Revolving Percentage of such Refunded Swing Line Loan. Each Revolving Credit Lender will immediately transfer to the Revolving Administrative Agent for the account of the Swing Line Lenders to make Revolving Loans or for the account of Chase, as Swing Line Lender, as applicable, in immediately available funds, the amount of its participations and, upon its receipt of its pro rata share thereof, each Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate dated the difference date of receipt of such funds and in such amount. (d) Whenever, at any time after any Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender's participating interest in a Refunded Swing Line Loan and such Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to such Revolving Credit Lender through the Administrative Agent its participating interest in such amount (appropriately adjusted, in the manner case of interest payments, to reflect the period of time during which such Revolving Credit Lender's participating interest was outstanding and pursuant funded) in like funds as received; provided, however, that in the event that such payment received by such Swing Line Lender is required to be returned, such Revolving Credit Lender will return to such Swing Line Lender through the terms of Section 2.2(b)Administrative Agent any portion thereof previously distributed by such Swing Line Lender to it in like funds as such payment is required to be returned by such Swing Line Lender.

Swing Line Commitments. (a) Subject to the terms and conditions hereof hereof, the Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to any of the U.S. Borrowers from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $75,000,000, provided that at no time may the sum of the then outstanding Swing Line Loans, U.S. Facility Revolving Credit Loans (including in the case of U.S. Facility Revolving Credit Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof) and relying L/C Obligations exceed the lesser of (1) the U.S. Facility Commitments then in effect and (2) the difference of (I) the U.S. Borrowing Base then in effect (based on the most recent Borrowing Base Certificate) minus (II) if greater than zero, the excess of the unpaid balance of Extensions of Credit made to or for the account of, the Canadian Borrowers over the Canadian Borrowing Base (based on the most recent Borrowing Base Certificate) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Credit Loans in any Designated Foreign Currency on the date the notice of borrowing of Swing Line Loans is given for purposes of determining compliance with this Section). Amounts borrowed by any U.S. Borrower under this Section 2.4 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans made to any U.S. Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Parent Borrower (on behalf of itself or any other Borrower as the case may be) shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (2) the amount of the requested Swing Line Loan. The proceeds of the Swing Line Loans will be made available by the Swing Line Lender to the Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) Each of HERC and the Parent Borrower agrees that, upon the agreements request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Section 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in Section 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Termination Date and (iii) provide for the payment of interest in accordance with Section 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes such Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under Section 9.1(f)) each U.S. Facility Lender, including the Swing Line Lender to make a U.S. Facility Revolving Credit Loan as an ABR Loan in an amount equal to such U.S. Facility Lender’s U.S. Facility Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (each, a “Mandatory Revolving Credit Loan Borrowing”) in an amount equal to such U.S. Facility Lender’s U.S. Facility Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Section shall not affect the obligations of any U.S. Borrower to prepay Swing Line Loans in accordance with the provisions of Section 4.4(d). Unless the U.S. Facility Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this Section 2.4 shall apply), each U.S. Facility Lender hereby agrees to make the proceeds of its U.S. Facility Revolving Credit Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Credit Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Credit Loan Borrowing and (v) the amount of the U.S. Facility Commitment of such, or any other, U.S. Facility Lender at such time. The proceeds of such U.S. Facility Revolving Credit Loans (including without limitation, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the U.S. Facility Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each U.S. Facility Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the U.S. Facility Commitments, make a U.S. Facility Revolving Credit Loan as an ABR Loan (which U.S. Facility Revolving Credit Loan shall be deemed a “U.S. Facility Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such U.S. Facility Lender’s U.S. Facility Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the U.S. Facility Commitments of the aggregate principal amount of such Swing Line Loans; provided, that in the event that any Mandatory Revolving Credit Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any domestic or foreign bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each U.S. Facility Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Credit Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such U.S. Facility Lenders to share in such Swing Line Loans ratably based upon their respective U.S. Facility Commitment Percentages, provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing U.S. Facility Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Credit Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to U.S. Facility Revolving Credit Loans made as ABR Loans. Each U.S. Facility Lender will make the proceeds of any U.S. Facility Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the U.S. Facility Commitments expire or terminate and in the currency in which such Swing Line Loans were made. The proceeds of such U.S. Facility Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the U.S. Facility Commitments. In the event that the U.S. Facility Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each U.S. Facility Lender shall immediately transfer to the Swing Line Lender, in immediately available funds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such U.S. Facility Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any U.S. Facility Lender such U.S. Facility Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from HERC or the Parent Borrower or any other Borrower in respect of such Swing Line Loan or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such U.S. Facility Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Facility Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such U.S. Facility Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each U.S. Facility Lender’s obligation to make the U.S. Facility Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with Sections 2.4(c) and 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such U.S. Facility Lender or any of the Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other U.S. Facility Lender; (v) any inability of any of the Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such U.S. Facility Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (g) Notwithstanding anything to the contrary contained in this Agreement, in the event there is a Defaulting Lender, then the Individual Swing Line Exposure of such Defaulting Lender will automatically be reallocated among the U.S. Facility Lenders that are Non-Defaulting Lenders pro rata in accordance with such Non-Defaulting Lenders’ respective U.S. Facility Commitment Percentages (calculated without regard to the Commitment of the Defaulting Lender) but only to the extent that such reallocation does not cause the Individual Lender Exposure of any Non-Defaulting Lender to exceed the Commitment of such Non-Defaulting Lender. If such reallocation cannot, or can only partially, be effected, the U.S. Borrowers shall, upon one Business Day’s written notice from the Administrative Agent, prepay such Defaulting Lender’s U.S. Facility Commitment Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of any Swing Line Loans (after giving effect to any partial reallocation pursuant to the first sentence of this Section 2.32.4(g)). So long as there is a Defaulting Lender, the Swing Line Lender shall not be obligated to make a Swing Line Loans Loan to the Borrower at any time or from time to time after extent that the Closing Date to, but not including, sum of the Maturity Date with respect to Individual U.S. Facility Lender Exposure of the Revolving Credit Facility; provided, that Non-Defaulting Lenders after giving effect to any such Swing Line Loan, (i) Loan would exceed the aggregate amount U.S. Facility Commitments of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)Non-Defaulting Lenders.

Swing Line Commitments. Subject to (a) The Swing Line Bank shall, on the terms and subject to the conditions hereof and relying upon the agreements of the Revolving Lenders hereinafter set forth (including Section 4.3), make one or more advances (each such advance being a “Swing Line Loan”) to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in this Section 2.3, an aggregate principal amount not to exceed at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Lender shall Commitment as such amount may change from time to time. (b) The Swing Line Bank may, on the terms and subject to the conditions hereinafter set forth (including Section 4.3), make one or more Swing Line Loans to the any Floor Plan Borrower at any time or from time to time after on any Business Day during the period from the Closing Date to, but not including, to the Maturity Date with respect in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time (not including Swing Line Overdraft Loans) the Revolving Credit Facilityaggregate amount of the Floor Plan Loan Commitments of all the Lenders; provided, however, that after giving effect to any such all Borrowings of Swing Line LoanLoans, Floor Plan Loans and all Floor Plan Loans requested on any date, the sum of the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans (ibut excluding Swing Line Overdraft Loans) shall not exceed the aggregate amount of the then applicable aggregate Floor Plan Loan Commitments. (c) Unless otherwise refinanced pursuant to Section 4.5, all Swing Line Loans (including the Swing Line Overdraft Loans) shall be evidenced by the Swing Line Note, under which advances, repayments and readvances may be made, subject to the terms and conditions of this Agreement, and all other Swing Line Loans shall not exceed the Swing Line Commitment be due and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitmentspayable on each Floor Plan Adjustment Date. Each request by the Borrower for a Swing Line Loan that is a Eurodollar Loan shall mature and the principal amount thereof shall be deemed to be a representation due and payable by the Borrower that it is in compliance with applicable Floor Plan Borrower, as the proviso at case may be, on the end last day of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line LoanInterest Period applicable thereto. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower In no event whatsoever shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall Loan be deemed to have requested the Revolving Lenders reduce, modify or affect any Lender’s obligation to make Revolving Floor Plan Loans in the amount based upon its Pro Rata Share of the difference in the manner and pursuant to the terms of Section 2.2(b)Floor Plan Loan Commitments.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the any U.S. Borrower at any time or from time to time after during the Closing Date to, but Commitment Period in an aggregate principal amount at any one time outstanding not including, to exceed $100.0 million; provided that the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Lender shall not make any Swing Line Loans if, after doing so, the Aggregate U.S. Facility Lender Exposure or Aggregate U.S. Borrowing Extensions would exceed the applicable limitations set forth in subsection 2.1. Amounts borrowed by any U.S. Borrower under this subsection 2.4 may be repaid and, through but excluding the Maturity Date, reborrowed. All Swing Line Loans made to any U.S. Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The U.S. Borrower Representative (on behalf of any U.S. Borrower) shall give the Swing Line Commitment Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the identity of the U.S. Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other U.S. Borrower identified in such notice at an office of the Swing Line Lender by wire transfer to the account of such U.S. Borrower specified in such notice. (b) Each of the U.S. Borrowers agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit I-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the order of the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9(f)) each U.S. Facility Lender, including the Swing Line Lender, to make a U.S. Facility Revolving Credit Loan as an ABR Loan in an amount equal to such U.S. Facility Lender’s U.S. Facility Commitment Percentage of the principal amount of all Swing Line Loans (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such U.S. Facility Lender’s U.S. Facility Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of any U.S. Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(b). Unless the CoBank Cash Management U.S. Facility Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each U.S. Facility Lender hereby agrees to make the proceeds of its U.S. Facility Revolving Credit Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the U.S. Facility Commitment of such, or any other, U.S. Facility Lender at such time. The proceeds of such U.S. Facility Revolving Credit Loans (including, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the U.S. Facility Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each U.S. Facility Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the U.S. Facility Commitments, make a U.S. Facility Revolving Credit Loan as an ABR Loan (which U.S. Facility Revolving Credit Loan shall be deemed a “U.S. Facility Revolving Credit Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such U.S. Facility Lender’s U.S. Facility Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the U.S. Facility Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each U.S. Facility Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such U.S. Facility Lenders to share in such Swing Line Loans ratably based upon their respective U.S. Facility Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing U.S. Facility Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to U.S. Facility Revolving Credit Loans made as ABR Loans. Each U.S. Facility Lender will make the proceeds of any U.S. Facility Revolving Credit Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the U.S. Facility Commitments expire or terminate and in the currency in which such Swing Line Loans were made. The proceeds of such U.S. Facility Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the U.S. Facility Commitments. In the event that the U.S. Facility Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each U.S. Facility Lender shall immediately transfer to the Swing Line Lender, in immediately available funds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such U.S. Facility Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any U.S. Facility Lender such U.S. Facility Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from any Borrower shall not use the proceeds in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such U.S. Facility Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Facility Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each U.S. Facility Lender’s obligation to make the U.S. Facility Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.4(c) and 2.4(d) shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such U.S. Facility Lender or any of the difference Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant to the terms of Section 2.2(b).Borrowers;

Swing Line Commitments. Subject (a) The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including Section 4.3), make one or more advances (each such advance being a “Swing Line Loan”) to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate principal amount not to exceed at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Commitment as such amount may change from time to time. After giving effect to all Borrowings of Swing Line Loans and Floor Plan Loans requested on any date, the sum of the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans (but excluding Swing Line Overdraft Loans) shall not exceed the Total Floor Plan Loan Commitment. (b) All Swing Line Loans and all Swing Line Overdraft Loans shall be evidenced by the Swing Line Note, under which advances, repayments and readvances may be made, subject to the terms and conditions hereof and relying of this Agreement. In no event whatsoever shall any outstanding Swing Line Loan be deemed to reduce, modify or affect any Lender’s obligation to make Floor Plan Loans based upon its Pro Rata Share of Floor Plan Loan Commitments. (c) Immediately upon the agreements making of a Swing Line Loan by the Revolving Lenders set forth in this Section 2.3Swing Line Bank, the Swing Line Lender shall make Swing Line Loans to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower Bank shall be deemed to have requested sold and transferred to each Lender and each Lender shall be deemed to have purchased and received from the Revolving Lenders Swing Line Bank, without any further action by any party, an undivided participating interest in each Swing Line Loan in an amount equal to make Revolving Loans such Lender’s Pro Rata Share; provided, however, that (a) no Lender shall be required to fund its participation in the amount any Swing Line Loan except as set forth in Section 4.5, and (b) no Lender shall be entitled to share in any payments of the difference principal or interest in the manner and pursuant respect of its participation except, with respect to any participation funded by such Lender, as set forth herein. Such participation shall be subject to the terms and conditions of Section 2.2(b).this Agreement

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall Bank hereby agrees to make swing line loans to the Company (individually, a “Swing Line Loans to Loan”; collectively the Borrower at any time or “Swing Line Loans”) from time to time after during the Closing Date to, but not including, the Maturity Date with respect Commitment Period applicable to the Swing Line Bank in an aggregate principal amount at any one time outstanding not to exceed the Swing Line Commitment; provided that the aggregate unpaid principal amount of all Swing Line Loans, together with the Dollar Amount (determined as of the most recent Revaluation Date) of the aggregate unpaid principal amount of all Revolving Credit Facility; providedLoans, that after giving effect to LOC Obligations and all Bid Loans at any such Swing Line Loanone time outstanding, (i) may not exceed the aggregate amount of the Commitments. Amounts borrowed by the Company under this subsection 2.19 may be repaid and, through but excluding the Termination Date applicable to the Swing Line Bank, reborrowed. All Swing Line Loans shall be made as Base Rate Loans and may not be converted into LIBOR Loans. Each borrowing of Swing Line Loans shall not exceed be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof. The Company shall give the Administrative Agent (which shall promptly notify the Swing Line Commitment and Bank) irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Administrative Agent prior to 2:00 p.m. on the requested Borrowing Date specifying the amount of the requested Swing Line Loan to be made by the Swing Line Bank. The proceeds of each Swing Line Loan shall be deemed to be a representation made available by the Borrower that it is in compliance with Swing Line Bank to the proviso Administrative Agent for the account of the Company at the end applicable office of the preceding sentence and with Section 4.2 after giving effect Administrative Agent specified prior to 4:30 p.m. on the requested Swing Line LoanBorrowing Date. Within such limits Immediately upon the making of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the a Swing Line Loan, each Bank shall be deemed to have purchased, and hereby irrevocably and unconditionally agrees to purchase, from the Borrower shall not use the proceeds of any Swing Line Bank a risk participation in such Swing Line Loan in an amount equal to refinance any outstanding the product of such Bank’s Commitment Percentage times the amount of such Swing Line Loan. If at any time . (b) The Swing Line Loans made by the aggregate Swing Line Bank to the Company shall, if requested by the Swing Line Bank, be evidenced by a promissory note of the Company substantially in the form of Exhibit I, with appropriate insertions (the “Swing Line Note”), payable to the order of the Swing Line Bank and representing the obligation of the Company to pay the unpaid principal balance amount of the Swing Line Loans then outstanding exceeds made to the Company, with interest thereon as prescribed in subsection 2.9. The Swing Line Bank is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan made to the Company and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of its Swing Line Note (or any continuation thereof) and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided that the failure to make any such recordation shall not affect the obligations of the Company hereunder or under the Swing Line CommitmentNote. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Termination Date applicable to the Swing Line Bank and (iii) bear interest for the period from the date thereof to the applicable Termination Date on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 2.9. (c) In the event that the Company has not notified the Administrative Agent of its intent to repay the Swing Line Loans made on any Borrowing Date by 12:00 noon on the Business Day immediately following such Borrowing Date and has not in fact repaid such Swing Line Loans (including accrued interest thereon) in full by such time, the Borrower Company shall be deemed to have requested made an irrevocable request to the Administrative Agent under subsection 2.3 (which for purposes of this subsection shall be deemed to be timely and sufficient) for a borrowing on such date of Revolving Credit Loans that are Base Rate Loans in an aggregate amount equal to the then unpaid aggregate principal amount of such Swing Line Loans made to the Company. The proceeds of such Revolving Credit Loans shall be immediately applied to repay such Swing Line Loans. (d) In the event that for any reason whatsoever (including the occurrence of an event specified in subsection 7(g) with respect to the Company) the procedures set forth in subsection 2.19(c) are not followed, then each Bank shall, upon notice from the Administrative Agent, promptly fund its risk participations in (or, if and to the extent specified by the Swing Line Bank, a direct interest in) the Swing Line Loans made by the Swing Line Bank (collectively, the “Unrefunded Swing Line Loans”) in an aggregate amount equal to its Commitment Percentage of such Unrefunded Swing Line Loan. (e) Each Bank shall, not later than 4:00 p.m. on the Business Day on which such notice is received (if such notice is received by 2:15 p.m.) or 9:00 a.m. on the next succeeding Business Day (if such notice is received after 2:15 p.m.), make available the amount of the Revolving Lenders Credit Loan to be made by it (or the amount of the participations or direct interests to be purchased by it, as the case may be) to the Administrative Agent at the applicable office of the Administrative Agent specified in subsection 9.2 and the amount so received by the Administrative Agent shall promptly be made available to the Swing Line Bank by remitting the same, in immediately available funds, to the Swing Line Bank, in accordance with the provisions of subsection 2.19(g). (f) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s participating interest in an Unrefunded Swing Line Loan pursuant to subsection 2.19(d), the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to such Bank its participating interest in such amount (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the Swing Line Bank any portion thereof previously distributed by the Swing Line Bank to it. (g) All payments (including prepayments) to be made by the Company to the Swing Line Bank in its capacity as the Swing Line Bank, whether on account of principal, interest or otherwise, shall be made without set off, counterclaim or any other deduction whatsoever and shall be made prior to 1:00 p.m. on the due date thereof to the Administrative Agent, for the account of the Swing Line Bank, at the Administrative Agent’s office specified in subsection 9.2, in Dollars and in immediately available funds, and upon receipt by the Administrative Agent of any payment made by the Company in accordance with this subsection 2.19, the Company shall have satisfied its payment obligation with respect to the obligation on account of which such payment was made. Any such payment made at or after 1:00 p.m. on any day shall be deemed made on the following Business Day. The Administrative Agent shall distribute such payments to the Swing Line Bank promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (h) Anything in this Agreement to the contrary notwithstanding (including in subsection 4.2), the obligation of each Bank to make a Revolving Loans Credit Loan (or purchase its participation or direct interest in a Swing Line Loan, as the case may be) pursuant to this subsection 2.19 is unconditional under any and all circumstances whatsoever and shall not be subject to set-off, counterclaim or defense to payment that such Bank may have or have had against the Company, the Administrative Agent, the Swing Line Bank or any other Bank and, without limiting any of the foregoing, shall be unconditional irrespective of (i) the occurrence of any Default or Event of Default, (ii) the financial condition of the Company, any Affiliate, the Administrative Agent, the Swing Line Bank or any other Bank or (iii) the termination or cancellation of the Commitments. The Company agrees that any Bank so purchasing a participation (or direct interest) in such Swing Line Loan may exercise all rights of set-off, bankers’ lien, counter claim or similar rights with respect to such participation as fully as if such Bank were a direct holder of a Swing Line Loan in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)such participation.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or from time to time after during the Closing Date toInitial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $5.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, but not including, the Maturity Date with respect to Revolving Loans and L/C Obligations exceed the Revolving Credit Facility; providedCommitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 may be repaid and, that after giving effect to any such Swing Line Loanthrough but excluding the Initial Revolving Maturity Date, (i) the aggregate amount of reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall Lender prior to 2:00 P.M. New York City time (or such later time as may be deemed to be a representation agreed by the Borrower that it is Swing Line Lender in compliance with its reasonable discretion), on the proviso at requested Borrowing Date specifying the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other Borrower at an office of the Swing Line Lender by crediting the account of the Borrower at such office with such proceeds in Dollars. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), notify the Administrative Agent (which notice shall be promptly provided by the Administrative Agent to the Revolving Lenders) that it requests (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Xxxxxx’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection 2.8 shall not affect the obligations of the Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 3.4(d). Unless the CoBank Cash Management Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans (including any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Revolving Lender shall be required to have its accounts that are subject pay to the CoBank Cash Management Agreement settle against Administrative Agent, for the account of the Swing Line Lender, interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Administrative Agent, for the account of the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to the Administrative Agent, for subsequent delivery to such Revolving Lender, a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has received from the Administrative Agent, on behalf of any Revolving Lender, such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower shall not use the or otherwise, including proceeds of any Collateral applied thereto by the Swing Line Loan to refinance Lender), or any outstanding payment of interest on account thereof, the Swing Line Loan. If at any Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to the Administrative Agent, for the account of such Revolving Lender, such Revolving Lender’s pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the aggregate principal balance event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Administrative Agent, for the account of the Swing Line Loans then outstanding exceeds Lender, any portion thereof previously distributed by the Swing Line CommitmentLender (or the Administrative Agent on its behalf) to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed to have requested or any other Person for any reason whatsoever; (ii) the Revolving Lenders to make Revolving Loans occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the amount condition (financial or otherwise) of the difference Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the manner and pursuant date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof hereof, from time to time prior to the Revolving Credit Termination Date and relying upon to the agreements Sterling Subsidiary Borrowers (i) the Sterling Swing Line Lender agrees to make Sterling Swing Line Loans in Sterling in an aggregate principal amount not to exceed the Sterling equivalent of U.S.$20,000,000 at any one time outstanding (each of the Revolving Lenders set forth in this Section 2.3foregoing individually, a “Sterling Swing Line Loan”; collectively the “Sterling Swing Line Loans”); provided that, after giving effect to the making of such Sterling Swing Line Loans, the aggregate principal amount of Swing Line Loans under any Revolving Facility at any one time outstanding shall not exceed U.S.$100,000,000 and the Aggregate Sterling Revolving Extensions of Credit shall not exceed the Sterling Commitments. All Sterling Swing Line Loans shall be made as Reference Rate Loans. The relevant Sterling Subsidiary Borrowers shall give the Sterling Administrative Agent irrevocable notice (which notice must be received by the Sterling Administrative Agent at or prior to 1:00 P.M., London time, on the requested Borrowing Date (U.K.)), specifying the amount of each requested Sterling Swing Line Loan, which shall be greater than or equal to a minimum amount to be agreed upon by such Sterling Subsidiary Borrowers and the relevant Sterling Swing Line Lender. Upon such notice, the Sterling Administrative Agent shall promptly notify the Sterling Swing Line Lender thereof. The Sterling Swing Line Lender shall make the amount of each borrowing available to the relevant Sterling Subsidiary Borrowers in the manner directed by the Sterling Administrative Agent on the requested Borrowing Date. (b) The Sterling Swing Line Lender in its sole and absolute discretion, may, on behalf of the relevant Sterling Subsidiary Borrower (which hereby irrevocably directs the Sterling Swing Line Lender to act on its behalf), request each Sterling Lender, including the Sterling Swing Line Lender, with respect to all other Sterling Swing Line Loans, to make a Sterling Loan, in an amount equal to such Sterling Lender’s Revolving Percentage under the Sterling Facility of the amount of the Sterling Swing Line Loans (the “Refunded Sterling Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 8 of the Credit Agreement shall have occurred (in which event the procedures of paragraph (c) of this subsection 2.3 shall apply), each Sterling Lender shall make the proceeds of its Sterling Loan available to the Borrower Sterling Administrative Agent for the account of the Sterling Swing Line Lender, at any time or from time the office of the Sterling Administrative Agent prior to time after 12:00 Noon (London time) in funds immediately available on the Closing Date toBusiness Day (U.K.) next succeeding the date such notice is given. The proceeds of such Sterling Loans shall be immediately applied to repay the Refunded Sterling Swing Line Loans. (c) If, but not including, the Maturity Date with respect prior to the making of a Sterling Swing Line Loan pursuant to paragraph (b) of this subsection 2.3, one of the events described in paragraph (f) of Section 8 of the Credit Agreement shall have occurred, each Sterling Lender hereby agrees to and will, on the date such Sterling Swing Line Loan was to have been made, purchase an undivided participating interest in each Refunded Sterling Swing Line Loan in an amount equal to its Revolving Credit Facility; provided, that after giving effect to any Percentage under the Sterling Facility of such Refunded Sterling Swing Line Loan. Such Revolving Credit Lender will immediately transfer to the Sterling Administrative Agent for the account of the Sterling Swing Line Lender, (i) in immediately available funds of the aggregate amount of its participations and, upon its receipt of its ratable share thereof, the Sterling Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for Lender will deliver to such Sterling Lender a Swing Line Loan shall be deemed to be a representation by Participation Certificate dated the Borrower that it is date of receipt of such funds and in compliance with such amount. (d) Whenever, at any time after the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Sterling Swing Line Loan. Within Lender has received from any Sterling Lender such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans Sterling Lender’s participating interest in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any a Refunded Sterling Swing Line Loan to refinance any outstanding and the Sterling Swing Line Loan. If at Lender receives any time payment on account thereof, the aggregate principal balance of the Sterling Swing Line Loans then outstanding exceeds Lender will distribute to such Sterling Lender through the Sterling Administrative Agent its participating interest; provided, however, that in the event that such payment received by the Sterling Swing Line CommitmentLender is required to be returned, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant such Sterling Lender will return to the terms of Section 2.2(b)Sterling Swing Line Lender through the Sterling Administrative Agent any portion thereof previously distributed by the Sterling Swing Line Lender to it.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make Swing Line Loans swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit Facility; providedCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $20,000,000, PROVIDED that after giving effect to any such at no time may the sum of the then outstanding Swing Line LoanLoans, Revolving Credit Loans and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.4 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower (on behalf of itself or such other Borrower, as the case may be) shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying (i) the aggregate amount identity of Swing Line Loans shall not exceed the Swing Line Commitment Borrower and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line LoanLoan which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the The proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds Loan will be made available by the Swing Line Commitment, Lender to the Borrower shall be deemed to have requested at the Revolving Lenders to make Revolving Loans in the amount office of the difference Swing Line Lender by crediting the account of the Borrower at such office with such proceeds in the manner and pursuant to the terms of Section 2.2(b)Dollars.

Swing Line Commitments. Subject to (a) The Swing Line Bank shall, on the terms and subject to the conditions hereof and relying upon the agreements of the Revolving Lenders hereinafter set forth (including Section 4.3), make one or more advances (each such advance being a "Swing Line Loan") to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in this Section 2.3, an aggregate principal amount not to exceed at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Lender shall Commitment as such amount may change from time to time; and (b) The Swing Line Bank may on the terms and subject to the conditions hereinafter set forth (including Section 4.3) make one or more Swing Line Loans to the any Floor Plan Borrower at any time or from time to time after on any Business Day during the period from the Closing Date to, but not including, to the Maturity Date with respect in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time (not including Swing Line Overdraft Loans) the Revolving Credit Facilityaggregate amount of the Floor Plan Loan Commitments of all the Banks; provided, however, that after giving effect to any such all Borrowings of Swing Line LoanLoans, Floor Plan Loans and all Floor Plan Loans requested on any date, the sum of the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans Second Amended and Restated Revolving Credit Agreement 42 (ibut excluding Swing Line Overdraft Loans) shall not exceed the aggregate amount of the then applicable aggregate Floor Plan Loan Commitments. All Swing Line Loans shall not exceed (including the Swing Line Commitment Overdraft Loans) shall be evidenced by the Swing Line Note, under which advances, repayments and (ii) readvances may be made, subject to the Revolving Credit Facility Usage shall not exceed the Revolving Commitmentsterms and conditions of this Agreement. Each request by the Borrower for a Swing Line Loan shall mature and the principal amount thereof shall be deemed to be a representation due and payable by the Borrower that it is in compliance with applicable Floor Plan Borrower, as the proviso at case may be, on the end last day of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line LoanInterest Period applicable thereto. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower In no event whatsoever shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall Loan be deemed to have requested the Revolving Lenders reduce, modify or affect any Bank's obligation to make Revolving Floor Plan Loans in the amount based upon its Pro Rata Share of the difference in the manner and pursuant to the terms of Section 2.2(b)Floor Plan Loan Commitments.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the any Borrower at any time or from time to time after during the Closing Date toCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $50.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, Tranche A Loans and L/C Obligations exceed the lesser of the Tranche A Commitments then in effect and the Tranche A Borrowing Base. Amounts borrowed by any Borrower under this subsection 2.4 may be repaid and, through but not including, excluding the Maturity Date with respect to the Revolving Credit Facility; providedDate, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of reborrowed. All Swing Line Loans made to any Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Borrower Representative (on behalf of any Borrower) shall give the Swing Line Commitment Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 4:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) Each Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the order of the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9(f)) each Tranche A Lender, including the Swing Line Lender, to make a Tranche A Loan as an ABR Loan in an amount equal to such Lender’s Tranche A Commitment Percentage of the principal amount of all Swing Line Loans ( a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Lender’s Tranche A Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of any Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(b). Unless the CoBank Cash Management Tranche A Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Tranche A Lender hereby agrees to make the proceeds of its Tranche A Loan (including, without limitation, any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Tranche A Commitment of such, or any other, Tranche A Lender at such time. The proceeds of such Tranche A Loans (including, without limitation, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Tranche A Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Tranche A Commitments, make a Tranche A Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Lender’s Tranche A Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Tranche A Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Tranche A Lenders to share in such Swing Line Loans ratably based upon their respective Tranche A Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Tranche A Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Tranche A Loans made as ABR Loans. Each Tranche A Lender will make the proceeds of any Tranche A Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Commitments expire or terminate. The proceeds of such Tranche A Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Tranche A Commitments. In the event that the Tranche A Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Tranche A Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Tranche A Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Tranche A Lender such Tranche A Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from any Borrower shall not use the proceeds in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Tranche A Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Tranche A Lender’s obligation to make the Tranche A Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.4(c) and 2.4(d) shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Tranche A Lender or any of the difference Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other Lender; (v) any inability of any of the Borrowers to satisfy the terms conditions precedent to borrowing set forth in this Agreement on the date upon which such Tranche A Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of Section 2.2(b)the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit FacilityCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $50.0 million; provided, provided that after giving effect to any such at no time may the sum of the then outstanding Swing Line LoanLoans, (i) Revolving Loans and L/C Obligations exceed the aggregate amount of Revolving Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.4 may be repaid and, through but excluding the Revolving Facility Maturity Date, reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall be deemed Lender prior to be a representation by 3:00 p.m., New York City time) on the Borrower that it is in compliance with requested Borrowing Date specifying the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other Borrower at an office of the Swing Line Lender by crediting the account of the Borrower at such office with such proceeds in Dollars. (b) The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 10.6(b), in order to evidence the Swing Line Loans the Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit H-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to the Borrower, with interest thereon as prescribed in subsection 3.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Revolving Facility Maturity Date and (iii) provide for the payment of interest in accordance with subsection 3.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans ( a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of the Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 2.4(d). Unless the CoBank Cash Management Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan, including any Eurocurrency Loan, available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Revolving Lender at such time. The proceeds of such Revolving Loans, including any Eurocurrency Loan, shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower shall not use the proceeds in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 p.m., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.4(c) and (d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed to have requested or any other Person for any reason whatsoever; (ii) the Revolving Lenders to make Revolving Loans occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the amount condition (financial or otherwise) of the difference Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the manner and pursuant date upon which such Revolving Loan is to be made or participating interest is to be purchased; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon hereof, JPMorgan Chase Bank, N.A. (in such capacity, the agreements “Swing Line Lender”) agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) in Dollars to the Borrower from time to time on any Business Day during the period from the Availability Date to the Commitment Termination Date of the Revolving Lenders Swing Line Lender in an aggregate principal amount at any one time outstanding not to exceed the Swing Line Commitment, provided that at no time may the aggregate principal amount of the Total Extensions of Credit exceed the aggregate amount of the Commitments. During the Commitment Period, the Borrower may use the Swing Line Commitments by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Swing Line Loans may from time to time be (i) ABR Loans, (ii) ASK Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance herewith and shall not be entitled to be converted into Eurodollar Loans or Reference Rate Loans. The Borrower shall give the Swing Line Lender irrevocable written notice (which notice must be received by such Swing Line Lender prior to (x) 3:00 P.M., New York City time, in the case of ABR Loans and (y) 2:00 P.M., New York City time, in the case of ASK Rate Loans), on the requested Borrowing Date specifying the Type and amount of the requested Swing Line Loan which shall be in a minimum amount of $500,000 or whole multiples of $100,000 in excess thereof. The proceeds of all such Swing Line Loans will then be made available to the Borrower by the Swing Line Lender by crediting the account of the Borrower on the books of the Swing Line Lender, or such other account of the Borrower as shall have been designated by the Borrower to the Swing Line Lender. (i) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the Swing Line Lender the then unpaid principal amount of each Swing Line Loan on the earlier of (x) the Commitment Termination Date and (y) the 14th Business Day after such Swing Line Loan was made (or such earlier date on which the Swing Line Loans become due and payable pursuant to Article 7). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Swing Line Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.9. (ii) The Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to the Swing Line Lender resulting from each Swing Line Loan from time to time, including the amounts of principal and interest payable and paid to the Swing Line Lender from time to time under this Agreement. (iii) The Administrative Agent shall maintain the Register pursuant to Section 9.6(d), and a subaccount therein for the Swing Line Lender, in which shall be recorded (i) the amount of each Swing Line Loan made hereunder and the Type thereof, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to the Swing Line Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower for the account of the Swing Line Lender. (iv) The entries made in the Register and the account of the Swing Line Lender maintained pursuant to Section 2.19(b)(ii) shall, to the extent permitted by applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of the Swing Line Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Swing Line Loans made the Borrower by the Swing Line Lender in accordance with the terms of this Agreement. (v) The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender, the Borrower will execute and deliver to the Swing Line Lender a promissory note of the Borrower evidencing the Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit B with appropriate insertions as to date and principal amount (a “Swing Line Note”). (c) The Swing Line Lender in its sole and absolute discretion may, at any time as there shall be a Swing Line Loan outstanding for more than 10 Business Days, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender (in accordance with the notice provisions under Section 2.3), including the Swing Line Lender, to make a Revolving Credit Loan that is a Eurodollar Loan with an Interest Period of one month in an amount equal to such Lender’s Commitment Percentage of the principal amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that prior to making any such request to the Lenders to make such a Revolving Credit Loan, the Swing Line Lender shall make Swing Line Loans to have given the Borrower at any time or from time one Business Day’s notice of its intent to time after make such request; and provided further the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, Section 2.19 shall not affect the obligations of the Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with the provisions of this Agreement. Unless the Commitments shall have expired or terminated (in which event the procedures of clauses (d) or (e) of this Section 2.19 shall apply), each Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 P.M., New York City time, in funds immediately available in accordance with Section 2.3. Unless The proceeds of such Revolving Credit Loans shall be immediately applied to repay the CoBank Cash Management Agreement is Refunded Swing Line Loans. (d) Except as otherwise provided in effect and Section 2.19(e), if the Borrower has elected (without modification) pursuant to its rule set instructions Commitments shall expire or similar document to have its accounts that terminate at any time while Swing Line Loans are subject to outstanding, each Lender shall, at the CoBank Cash Management Agreement settle against option of the Swing Line LoanLender exercised reasonably, notwithstanding the expiration or termination of the Commitments, make a Revolving Credit Loan in an amount equal to such Lender’s Commitment Percentage determined on the date of, and immediately prior to, the Borrower shall not use expiration or termination of the Commitments, of the aggregate principal amount of such Swing Line Loans. Each Lender will make the proceeds of any Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 2:00 P.M., New York City time, in funds immediately available on the Business Day on which the Commitments expire or terminate; provided, however, in the event that the Lenders do not receive notice of such termination before 12:00 P.M., New York City time on such date such proceeds shall be made available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent, in immediately available funds, prior to 12:00 P.M., New York City time, on the immediately succeeding Business Day. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Commitments. (e) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to refinance any Section 2.19(c), one of the events described in clause (f) of Article 7 shall have occurred and be continuing with respect to the Borrower, each Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.19(d), purchase for cash an undivided participating interest in the then outstanding Swing Line Loan. If at any time Loans by paying to the Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (i) such Lender’s Commitment Percentage times (ii) the sum of the aggregate principal balance amount of the Swing Line Loans then outstanding exceeds that were to have been repaid with such Revolving Credit Loans. (f) Whenever, at any time after the Swing Line CommitmentLender has received from any Lender such Lender’s Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. (g) Each Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.19(c) and Section 2.19(d) and to purchase participating interests pursuant to Section 2.19(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to have requested satisfy any of the Revolving Lenders to make Revolving Loans other conditions specified in Article 4, (iii) any adverse change in the amount condition (financial or otherwise) of the difference in Borrower, (iv) any breach of this Agreement or any Note by the manner and pursuant Borrower, any Guarantor or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. Subject (a) The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including Section 4.3), make one or more advances (each such advance being a “Swing Line Loan”) to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate principal amount not to exceed at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Commitment as such amount may change from time to time. After giving effect to all Borrowings of Swing Line Loans and Floor Plan Loans requested on any date, the sum of the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans (but excluding Swing Line Overdraft Loans) shall not exceed the Total Floor Plan Loan Commitment. (b) All Swing Line Loans and all Swing Line Overdraft Loans shall be evidenced by the Swing Line Note, under which advances, repayments and readvances may be made, subject to the terms and conditions hereof and relying of this Agreement. In no event whatsoever shall any outstanding Swing Line Loan be deemed to reduce, modify or affect any Lender’s obligation to make Floor Plan Loans based upon its Pro Rata Share of Floor Plan Loan Commitments. (c) Immediately upon the agreements making of a Swing Line Loan by the Revolving Lenders set forth in this Section 2.3Swing Line Bank, the Swing Line Lender shall make Swing Line Loans to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower Bank shall be deemed to have requested sold and transferred to each Lender and each Lender shall be deemed to have purchased and received from the Revolving Lenders Swing Line Bank, without any further action by any party, an undivided participating interest in each Swing Line Loan in an amount equal to make Revolving Loans such Lender’s Pro Rata Share; provided, however, that (a) no Lender shall be required to fund its participation in the amount any Swing Line Loan except as set forth in Section 4.5, and (b) no Lender shall be entitled to share in any payments of the difference principal or interest in the manner and pursuant respect of its participation except, with respect to any participation funded by such Lender, xx xxx forth herein. Such participation shall be subject to the terms and conditions of Section 2.2(b).this Agreement

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Dollar Swing Line Lender shall agrees to make swing line loans denominated in Dollars ("Dollar Swing Line Loans Loans") to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit Facility; providedCommitment Period in an aggregate principal amount at any one time outstanding, when added to the Dollar Equivalent Amount of then outstanding Foreign Currency Swing Line Loans provided for (and as calculated in) subsection 2.6(b), not to exceed the Dollar Swing Line Commitment, provided that no Dollar Swing Line Loan shall be required to be made hereunder unless, after giving effect to any such Swing Line Loanthereto, (i) the aggregate amount Available Revolving Credit Commitment of Swing Line Loans shall each Revolving Credit Lender would not exceed the Swing Line Commitment be less than zero and (ii) the Aggregate Revolving Credit Facility Usage shall Outstandings would not exceed the aggregate amount of the Revolving CommitmentsCredit Commitments of all the Revolving Credit Lenders. Each request Amounts borrowed by the Borrower for a under this subsection 2.6(a) may be repaid and, through but excluding the Revolving Credit Commitment Termination Date, reborrowed. All Dollar Swing Line Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower shall give the Dollar Swing Line Lender irrevocable notice (which notice must be received by the Dollar Swing Line Lender prior to 12:00 Noon, New York City time) on the requested Borrowing Date specifying the amount of the requested Dollar Swing Line Loan which shall be deemed in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. The proceeds of each Dollar Swing Line Loan will be a representation made available on the date requested by the Dollar Swing Line Lender to the Borrower by crediting the account of the Borrower as specified in writing by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within Administrative Agent with such limits of time and amount and proceeds in Dollars. (b) The Borrower may, subject to the terms and conditions of this Agreement, borrow swing line loans denominated in Available Foreign Currencies ("Foreign Currency Swing Line Loans") from any Foreign Currency Swing Line Lender from time to time during the Revolving Credit Commitment Period upon the extension of a Foreign Currency Swing Line Commitment (as hereafter defined) on such terms and conditions as may be agreed to by the Borrower and such Foreign Currency Swing Line Lender, including, but not limited to, the applicable Available Foreign Currency, the procedures for the Foreign Currency Swing Line Lender to make the proceeds of such Foreign Currency Swing Line Loans available to the Borrower (including, without limitation, the lending installation from which such Foreign Currency Swing Line Loan is to be made), the applicable interest rate, the manner of calculation of the applicable interest rate, the maximum aggregate principal Dollar Equivalent Amount of Foreign Currency Swing Line Loans that such Foreign Currency Swing Line Lender shall commit to lend to the Borrower in such Available Foreign Currency (such amount, a "Foreign Currency Swing Line Commitment") and the duration of such Foreign Currency Swing Line Commitment, provided that such terms and conditions shall not be inconsistent with the limitations on Foreign Currency Swing Line Commitments and Foreign Currency Swing Line Loans set forth in this subsection and elsewhere in this Agreement. No loan made under a Foreign Currency Swing Line Commitment shall be treated as a Foreign Currency Swing Line Loan for purposes of this Agreement and the other provisions Loan Documents, including, but not limited to, for the purposes of entitling such loans to the benefits of subsection 2.6(e), unless and until the Borrower and the applicable Foreign Currency Swing Line Lender shall have informed the Administrative Agent in writing of the Dollar Equivalent Amount of the Foreign Currency Swing Line Commitment of such Foreign Currency Swing Line Lender and all other terms and conditions thereof. At any time, and from time to time thereafter, subject to the terms and conditions of this Agreement, the Borrower may borrowborrow Foreign Currency Swing Line Loans from such Foreign Currency Swing Line Lender in an amount equal to the then unused amount of the Foreign Currency Swing Line Commitment of such Foreign Currency Swing Line Lender. Anything in this Agreement to the contrary notwithstanding, repay in any determination of the aggregate amount of outstanding Foreign Currency Swing Line Loans at any time for all purposes of this Agreement and reborrow the other Loan Documents (excluding any determinations of the unused amount of any Foreign Currency Swing Line Commitment for purposes of the preceding sentence), the full Dollar Equivalent Amount (calculated in each case on the date such Foreign Currency Swing Line Commitment is originally extended) of each Foreign Currency Swing Line Commitment of each Foreign Currency Swing Line Lender (other than CIBC) shall be deemed to be outstanding as Foreign Currency Swing Line Loans, whether borrowed or not borrowed, and only the aggregate principal Dollar Equivalent Amount of the then outstanding Foreign Currency Swing Line Loans made by CIBC shall be included in such determination; provided, further, that at no time shall any Foreign Currency Swing Line Loan Commitment be extended, or Foreign Currency Swing Line Loan be made, by a Foreign Currency Swing Line Lender or accepted by the Borrower if, after giving effect thereto, (i) the aggregate Dollar Equivalent Amount (calculated, in the case of each Foreign Currency Swing Line Commitment, on the date such Foreign Swing Line Commitment is originally extended) of the Foreign Currency Swing Line Loans and of the Foreign Currency Swing Line Commitments (as the case may be as provided for above) of all the Foreign Currency Swing Line Lenders exceed the Foreign Currency Swing Line Subfacility or (ii) the sum of (A) the aggregate principal amount of the Dollar Swing Line Loans and (B) aggregate Dollar Equivalent Amount (calculated, in the case of each Foreign Currency Swing Line Commitment, on the date such Foreign Swing Line Commitment is originally extended) of the Foreign Currency Swing Line Loans and the Foreign Currency Swing Line Commitments (as the case may be as provided for above) exceed the Swing Line Commitment and provided, further, however, that at no time shall any Foreign Currency Swing Line Loan Commitment be extended, or Foreign Currency Swing Line Loan be made, by a Foreign Currency Swing Line Lender or accepted by the Borrower if, after giving effect thereto, (I) the Available Revolving Credit Commitment of a Revolving Credit Lender would be less than zero or (II) the Aggregate Revolving Credit Outstandings would exceed the aggregate amount of the Revolving Credit Commitments of all the Revolving Credit Lenders. (c) The Borrower agrees that, upon the request to the Administrative Agent by the Dollar Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6, to evidence the Dollar Swing Line Loans the Borrower will execute and deliver to the Dollar Swing Line Lender a promissory note substantially in the form of Exhibit A-6, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "Swing Line Note"), payable to the order of the Dollar Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Dollar Swing Line Commitment or, if less, the unpaid principal amount of the Dollar Swing Line Loans made to the Borrower by the Dollar Swing Line Lender, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Revolving Credit Commitment Termination Date and (c) provide for the payment of interest in accordance with subsection 4.1. (i) The Dollar Swing Line Lender, at any time in its sole and absolute discretion may, and, at any time as there shall be a Dollar Swing Line Loan outstanding for more than seven Business Days, the Dollar Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Dollar Swing Line Lender to act on its behalf), request each Revolving Credit Lender, including the Swing Line Lenders, to make a Revolving Credit Loan as an ABR Loan in Dollars in an amount equal to such Revolving Credit Lender's Revolving Credit Commitment Percentage of the principal amount of all of the Dollar Swing Line Loans (the "Refunded Dollar Swing Line Loans") outstanding on the date such notice is given; provided that the provisions of this subsection shall not affect the obligations of the Borrower to prepay Dollar Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds provisions of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)subsection 4.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall may, in its sole discretion, make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or from time to time after during the Closing Date toInitial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $25.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, but not including, the Maturity Date with respect to Revolving Loans and L/C Obligations exceed the Revolving Credit Facility; providedCommitments then in effect. Amounts borrowed by the Borrower under this subsection 2.8 may be repaid and, that after giving effect to any such Swing Line Loanthrough but excluding the Initial Revolving Maturity Date, (i) the aggregate amount of reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Term Benchmark Loans. The Borrower shall give the Swing Line Commitment Lender and Administrative Agent irrevocable notice (which notice must be received by the Swing Line Lender and Administrative Agent prior to 2:00 P.M1:00 P.M. New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion), on the requested Borrowing Date specifying (1) the identity of the Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 8.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of the Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 3.4(d). Unless the CoBank Cash Management Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.8 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving [[59972986453734]] Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the Administrative Agent Office prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (c), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower shall not use the or otherwise, including proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, [[59972986453734]] such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (e) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.8(c) and 2.8(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed to have requested or any other Person for any reason whatsoever; (ii) the Revolving Lenders to make Revolving Loans occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the amount condition (financial or otherwise) of the difference Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the manner and pursuant date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, Chase agrees to make swing line loans (individually, a "Swing Line Loan"; collectively, the "Swing Line Lender shall make Swing Line Loans Loans") to the Borrower at and any time or Subsidiary Borrower from time to time after the Closing Date to, but not including, the Maturity Date with respect prior to the Revolving Credit Facility; providedTermination Date in an aggregate principal amount not to exceed $20,000,000 at any one time outstanding, that after giving effect to any such Swing Line Loanprovided that, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the making of such Swing Line Loans, the Aggregate Outstanding Extensions of Credit will not exceed the Revolving Credit Commitments. Amounts borrowed by the Borrower or any Subsidiary Borrower under this subsection 2.3 may be repaid and, during the Revolving Credit Commitment Period, reborrowed. All Swing Line Loans shall be made in Dollars as ABR Loans. The Borrower shall give Chase irrevocable notice (which notice must be received by Chase prior to 1:00 P.M., New York City time) on the requested borrowing date specifying the amount of each requested Swing Line Loan, which shall be in an aggregate minimum amount of $250,000 or a whole multiple thereof. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the The proceeds of any each Swing Line Loan will be made available by Chase to refinance any outstanding Swing Line Loan. If the Borrower or the relevant Subsidiary Borrower by crediting the account of the Borrower or the relevant Subsidiary Borrower, as applicable, designated to Chase with such proceeds on the requested Borrowing Date. (b) Chase, at any time and in its sole and absolute discretion, may, on behalf of the aggregate principal balance Borrower or any Subsidiary Borrower (which hereby irrevocably directs Chase to act on its behalf), request each Lender, including Chase, to make a Revolving Credit Loan in an amount equal to such Lender's Commitment Percentage of the amount of the Swing Line Loans then outstanding exceeds (the "Refunded Swing Line CommitmentLoans") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 8 shall have occurred (in which event the procedures of paragraph (c) of this subsection 2.3 shall apply), each Lender shall make the Borrower proceeds of its Revolving Credit Loan available to Chase for the account of Chase at the office of Chase prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be deemed immediately applied to repay the Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of subsection 2.3, one of the events described in paragraph (f) of Section 8 shall have occurred, each Lender hereby agrees to and will, on the date such Revolving Credit Loan was to have requested been made, purchase an undivided participating interest in the Revolving Lenders Refunded Swing Line Loan in an amount equal to make Revolving Loans its Commitment Percentage of such Refunded Swing Line Loan. Each Lender will immediately transfer to Chase, in immediately available funds, the amount of its participation and, upon receipt thereof, Chase will deliver to such Lender a Swing Line Loan Participation Certificate dated the difference date of receipt of such funds and in such amount. (d) Whenever, at any time after Chase has received from any Lender such Lender's participating interest in a Refunded Swing Line Loan and Chase receives any payment on account thereof, Chase will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the manner case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and pursuant funded) in like funds as received; provided, however, that in the event that such payment received by Chase is required to the terms of Section 2.2(b)be returned, such Lender will return to Chase any portion thereof previously distributed by Chase to it in like funds as such payment is required to be returned by Chase.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the each Swing Line Lender shall severally agrees to make swing line loans (“Swing Line Loans Loans”) to the any US Revolving Credit Borrower at on any time or Business Day from time to time after during the Closing Date to, but Commitment Period in an aggregate principal amount at any one time outstanding for all Swing Line Lenders not including, to exceed $200,000,000; provided that in no event may the Maturity Date with respect to amount of any Swing Line Borrowing cause the aggregate amount of US Revolving Credit Facility; provided, that Loans and Swing Line Loans (after giving effect to the use of proceeds of such Swing Line Loans and any such other concurrent Borrowing) to exceed the aggregate US Revolving Credit Commitments then in effect of all US Revolving Credit Lenders. Amounts borrowed by the US Revolving Credit Borrowers under this subsection 2.6 may be repaid and, to but excluding the Termination Date, reborrowed. (b) All Swing Line Loans shall be made in Dollars and shall bear interest as set forth in Schedule 2.13(a) and, notwithstanding subsection 2.11(a), shall not be entitled to be converted into Eurocurrency Loans. The applicable US Revolving Credit Borrower shall give the Agent irrevocable notice (which notice must be received by the Agent prior to 1:00 P.M., New York City time), on the requested borrowing date (which shall be a Business Day) specifying the amount of each requested Swing Line Loan, which shall be in a minimum amount of $5,000,000 or a multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from the applicable US Revolving Credit Borrower, the Agent shall promptly notify each Swing Line Lender thereof. Each Swing Line Lender will make the amount of its equal share of each Swing Line Loan available to the Agent for the account of the applicable US Revolving Credit Borrower at the office of the Agent specified in subsection 10.2 prior to 3:00 P.M., New York City time, on the borrowing date requested by the applicable US Revolving Credit Borrower in funds immediately available to the Agent. The proceeds of each Swing Line Loan will then be made immediately available to the applicable US Revolving Credit Borrower by the Agent crediting the account of the applicable US Revolving Credit Borrower on the books of such office with the aggregate of the amounts made available to the Agent by the Swing Line Lenders and in like funds as received by the Agent. (c) The Agent, at any time in its sole and absolute discretion, may (or, upon the request of the majority of the Swing Line Lenders, shall) on behalf of the applicable US Revolving Credit Borrower (which hereby irrevocably directs the Agent to act on its behalf) request each US Revolving Credit Lender (including each Swing Line Lender) to make a US Revolving Credit Loan in an amount equal to such Lender’s US Revolving Credit Commitment Percentage of the principal amount of the Swing Line Loans of all Swing Line Lenders (the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that (i) at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the aggregate Agent shall, on behalf of the applicable US Revolving Credit Borrower (which hereby irrevocably directs the Agent to act on its behalf), promptly request each US Revolving Credit Lender (including each Swing Line Lender) to make a US Revolving Credit Loan in an amount equal to such Lender’s US Revolving Credit Commitment Percentage of the principal amount of such outstanding Swing Line Loans shall not exceed the Swing Line Commitment Loan and (ii) the Swing Line Loans shall be prepaid by the applicable US Revolving Credit Facility Usage Borrower in accordance with the provisions of subsection 2.10(b)(i). Unless any of the events described in paragraph (f) of Section 7 shall not exceed have occurred (in which event the procedures of paragraph (d) of this subsection 2.6 shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a US Revolving CommitmentsCredit Loan are then satisfied, each US Revolving Credit Lender shall make the proceeds of its US Revolving Credit Loan available to the Agent for the ratable benefit of the Swing Line Lenders at the office of the Agent specified in subsection 10.2 prior to 11:00 A.M., New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such US Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (d) If, prior to the making of a US Revolving Credit Loan pursuant to paragraph (c) of this subsection 2.6, one of the events described in paragraph (f) of Section 7 shall have occurred, each US Revolving Credit Lender will, on the date such US Revolving Credit Loan was to have been made, purchase from the Swing Line Lenders an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its US Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. Each request by US Revolving Credit Lender will immediately transfer to the Borrower for Agent, in immediately available funds, the amount of its participation and upon receipt thereof the Agent will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Each US Revolving Credit Lender’s obligation to make US Revolving Credit Loans and to purchase participating interests in accordance with paragraphs (c) and (d) above shall be deemed absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against any Swing Line Lender, any US Revolving Credit Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Company or any other Person; (iv) any breach of this Agreement by the applicable US Revolving Credit Borrower or any other Person; (v) any inability of any US Revolving Credit Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such participating interest is to be a representation by purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the Borrower that it foregoing. If any US Revolving Credit Lender does not make available to the Agent the amount required pursuant to paragraph (c) or (d) above, as the case may be, the Agent shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in compliance with the proviso full at the end of Federal Funds Rate for the preceding sentence first two Business Days and with Section 4.2 after giving effect to at the requested Swing Line LoanBase Rate thereafter. Within such limits of time and amount and subject to Notwithstanding the other foregoing provisions of this Agreementsubsection 2.6(e), no US Revolving Credit Lender shall be required to make a US Revolving Credit Loan to any US Revolving Credit Borrower for the Borrower may borrow, repay and reborrow purpose of refunding Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions paragraph (c) above or similar document to have its accounts that are subject purchase a participating interest in Swing Line Loans pursuant to paragraph (d) above if a Default or Event of Default has occurred and is continuing and prior to the CoBank Cash Management Agreement settle against making by the Swing Line Loan, the Borrower shall not use the proceeds Lenders of any such Swing Line Loan to refinance any outstanding Loans, each Swing Line Loan. If at any time Lender has received written notice from such Lender specifying that such Default or Event of Default has occurred and is continuing, describing the aggregate principal balance nature thereof and stating that, as a result thereof, such Lender shall cease to make such US Revolving Credit Loans and purchase such participating interests, as the case may be; provided that the obligation of such Lender to make such US Revolving Credit Loans and to purchase such participating interests shall be reinstated upon the earlier to occur of (i) the date upon which such Lender notifies the Swing Line Loans then outstanding exceeds Lenders that its prior notice has been withdrawn and (ii) the Swing Line Commitment, date upon which the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans Default or Event of Default specified in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)such notice no longer is continuing.

Swing Line Commitments. Subject to (a) The Swing Line Bank shall, on the terms and subject to the conditions hereof and relying upon the agreements of the Revolving Lenders hereinafter set forth (including Section 4.3), make one or more advances (each such advance being a “Swing Line Loan”) to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in this Section 2.3, an aggregate principal amount not to exceed at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Lender shall Commitment as such amount may change from time to time. (b) The Swing Line Bank may, on the terms and subject to the conditions hereinafter set forth (including Section 4.3), make one or more Swing Line Loans to the any Floor Plan Borrower at any time or from time to time after on any Business Day during the period from the Closing Date to, but not including, to the Maturity Date with respect in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time (not including Swing Line Overdraft Loans) the Revolving Credit FacilityTotal Floor Plan Loan Commitment; provided, however, that after giving effect to any such all Borrowings of Swing Line LoanLoans, (i) Floor Plan Loans and all Floor Plan Loans requested on any date, the sum of the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans (but excluding Swing Line Overdraft Loans) shall not exceed the Total Floor Plan Loan Commitment. (c) Unless otherwise refinanced pursuant to Section 4.5, all Swing Line Loans (excluding the Swing Line Overdraft Loans) shall be evidenced by the Swing Line Note, under which advances, repayments and readvances may be made, subject to the terms and conditions of this Agreement, and all other Swing Line Loans shall not exceed the Swing Line Commitment be due and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitmentspayable on each Floor Plan Adjustment Date. Each request by the Borrower for a Swing Line Loan that is a Eurodollar Loan shall mature and the principal amount thereof shall be deemed to be a representation due and payable by the Borrower that it is in compliance with applicable Floor Plan Borrower, as the proviso at case may be, on the end last day of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line LoanInterest Period applicable thereto. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower In no event whatsoever shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall Loan be deemed to have requested the Revolving Lenders reduce, modify or affect any Lender’s obligation to make Revolving Floor Plan Loans in the amount based upon its Pro Rata Share of the difference in the manner and pursuant to the terms of Section 2.2(b)Floor Plan Loan Commitments.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements provided no Default or Event of the Revolving Lenders set forth in this Section 2.3Default shall have occurred and be continuing, JPMorgan Chase Bank agrees to make swing line loans (individually, a "Swing Line Loan"; collectively, the "Swing Line Lender shall make Swing Line Loans Loans") available to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit Facility; providedCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000, provided that JPMorgan Chase Bank shall have no obligation to and shall not issue any Swing Line Loan if, after giving effect to such issuance, the Available Revolving Credit Commitment with respect to any such Lender would be less than zero. Amounts borrowed by the Borrower under this subsection 2.5 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loan, (i) the aggregate amount Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. Each borrowing of Swing Line Loans shall not exceed be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. The Borrower shall give JPMorgan Chase Bank irrevocable notice (which notice must be received by JPMorgan Chase Bank prior to 12:00 Noon, New York City time) on the Swing Line Commitment and (ii) requested Borrowing Date specifying the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the The proceeds of any each Swing Line Loan will be made available by JPMorgan Chase Bank to refinance any outstanding Swing Line Loan. If the Borrower at the office of JPMorgan Chase Bank specified in subsection 10.2 by crediting the account of the Borrower at such office with such proceeds. (b) JPMorgan Chase Bank at any time in its sole and absolute discretion, may, and on each Monday (or if such day is not a Business Day, the aggregate principal balance next Business Day) shall, on behalf of the Borrower (which hereby irrevocably directs JPMorgan Chase Bank to act on its behalf) request prior to 12:00 Noon (New York City time) each Lender, including JPMorgan Chase Bank, to make a Revolving Credit Loan in an amount equal to such Lender's Revolving Credit Percentage of the amount of the Swing Line Loans then outstanding exceeds (the "Refunded Swing Line CommitmentLoans") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 8 shall have occurred (in which event the procedures of paragraph (c) of this subsection 2.5 shall apply) each Lender shall make the proceeds of its Revolving Credit Loan available to JPMorgan Chase Bank for the account of JPMorgan Chase Bank at the office of JPMorgan Chase Bank specified in subsection 10.2 prior to 2:00 P.M. (New York City time) in funds immediately available on the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Each Revolving Credit Loan made pursuant to this subsection 2.5(b) shall be an ABR Loan. (c) If prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of this subsection 2.5 one of the events described in paragraph (f) of Section 8 shall have occurred, each Lender will on the date such Revolving Credit Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Revolving Credit Percentage of such Refunded Swing Line Loan. Each Lender will immediately transfer to JPMorgan Chase Bank, in immediately available funds, the amount of its participation and upon receipt thereof JPMorgan Chase Bank will deliver to such Lender a Swing Line Loan participation certificate dated the date of receipt of such funds and in such amount. (d) Whenever, at any time after JPMorgan Chase Bank has received from any Lender such Lender's participating interest in a Refunded Swing Line Loan, JPMorgan Chase Bank receives any payment on account thereof, JPMorgan Chase Bank will distribute to such Lender its participating interest in such amount (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by JPMorgan Chase Bank is required to be returned, such Lender will return to JPMorgan Chase Bank any portion thereof previously distributed by JPMorgan Chase Bank to it. (e) Each Lender's obligation to purchase participating interests pursuant to this subsection 2.5 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against JPMorgan Chase Bank, the Borrower shall be deemed to have requested or anyone else for any reason whatsoever; (ii) the Revolving Lenders to make Revolving Loans occurrence or continuance of an Event of Default; (iii) any adverse change in the amount condition (financial or otherwise) of the difference in Borrower; (iv) any breach of this Agreement by the manner and pursuant Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans to Loan”; collectively, the Borrower at any time or “Swing Line Loans”) from time to time during the Commitment Period (i) to any U.S. Borrower in an aggregate principal amount at any one time outstanding not to exceed $75,000,000 and (ii) to the Canadian Borrower in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $15,000,000; provided that the Swing Line Lender shall not make any Swing Line Loans if, after the Closing Date to, but not includingdoing so, the Maturity Date Aggregate Tranche A Lender Exposure would exceed the Aggregate Tranche A Commitment or the Aggregate Tranche A Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(a)(i)(B) and, with respect to the Revolving Credit Facility; providedCanadian Borrower, that after giving effect subsection 2.1(a)(ii). Amounts borrowed by any Borrower under this subsection 2.4 may be repaid and, through but excluding the Maturity Date, reborrowed. All Swing Line Loans (x) made to any such Swing Line Loan, U.S. Borrower shall be made in Dollars as ABR Loans and (iy) made to the aggregate amount of Canadian Borrower shall be made in Canadian Dollars or in Dollars as ABR Loans. Swing Line Loans shall not exceed be entitled to be converted into EurocurrencyTerm SOFR Loans or BA Equivalent Loans. In the case of Swing Line Loans, the Borrower Representative (on behalf of any Borrower) shall give the Swing Line Commitment Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to (x) in the case of Swing Line Loans made to any U.S. Borrower, 2:00 P.M., New York City time and (iiy) in the case of Swing Line Loans made to the Canadian Borrower, 1:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by identity of the Borrower for a Swing Line Loan shall be deemed to be a representation by and (2) the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof (or, in the case of Swing Line Loans denominated in Canadian Dollars, a minimum amount of Cdn$100,000.00 or whole multiples of Cdn$50,000.00 in excess thereof). Within such limits In each case, the proceeds of time and amount and subject the Swing Line Loan will be made available by the applicable Swing Line Lender to the other Borrower identified in such notice at an office of the applicable Swing Line Lender by wire transfer to the account of such Borrower specified in such notice. (b) Each of the Borrowers agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Restatement Effective Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit I-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. (c) Each Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than five Business Days, each Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the applicable Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9(f)), each Tranche A Lender, including the Swing Line Lender, to make a Tranche A Revolving Credit Loan as an ABR Loan (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Tranche A Lender’s Tranche A Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection 2.4(c) shall not affect the obligations of any Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(b). Unless the CoBank Cash Management Tranche A Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Tranche A Lender hereby agrees to make the proceeds of its Tranche A Revolving Credit Loan (including any EurocurrencyTerm SOFR Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City AmericasActive:15540830.1218080089.6 time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Tranche A Commitment of such, or any other, Tranche A Lender at such time. The proceeds of such Tranche A Revolving Credit Loans (including, any EurocurrencyTerm SOFR Loan and any BA Equivalent Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Tranche A Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Tranche A Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (A) notwithstanding the expiration or termination of the Tranche A Commitments, make a Tranche A Revolving Credit Loan as an ABR Loan (which Tranche A Revolving Credit Loan shall be deemed a “Tranche A Revolving Credit Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (B) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Tranche A Lender’s Tranche A Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Tranche A Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Tranche A Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Tranche A Lenders to share in such Swing Line Loans ratably based upon their respective Tranche A Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions this sentence is actually made, the purchasing Tranche A Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Tranche A Revolving Credit Loans made as ABR Loans. In the event that the Tranche A Commitments shall expire or similar document terminate in part (and not in full) at any time while Swing Line Loans are outstanding, the applicable Borrower shall repay Swing Line Loans in the amount by which the outstanding Swing Line Loans exceed the continuing Tranche A Commitments; and in the event that such Borrower fails to have its accounts that are subject do so, the obligations of each Tranche A Lender pursuant to the CoBank Cash Management Agreement settle against prior sentence shall apply with respect to such Lender’s Tranche A Commitment Percentage (calculated immediately prior to such expiration or termination) of the amount by which the outstanding Swing Line Loans in excess of the continuing Tranche A Commitments not so repaid. Each Tranche A Lender will make the proceeds of any Tranche A Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Tranche A Commitments expire or terminate and in the currency in which such Swing Line Loans were made. The proceeds of such Tranche A Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Tranche A Commitments. In the event that the Tranche A Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Tranche A Lender shall immediately transfer to the Swing Line Lender, in immediately available funds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will execute and deliver to such Tranche A Lender a certificate substantially in the form of Exhibit H with appropriate insertions AmericasActive:15540830.1218080089.6 as required by such certificate dated the date of receipt of such funds and in such amount (each such certificate, as amended, supplemented, replaced or otherwise modified from time to time, a “Swing Line Loan Participation Certificate”). (e) Whenever, at any time after the Swing Line Lender has received from any Tranche A Lender such Tranche A Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from any Borrower shall not use the proceeds in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Tranche A Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Tranche A Lender’s obligation to make the Tranche A Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.4(c) and 2.4(d) shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Tranche A Lender or any of the difference Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other Tranche A Lender; (v) any inability of any of the Borrowers to satisfy the terms conditions precedent to borrowing set forth in this Agreement on the date upon which such Tranche A Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of Section 2.2(b)the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements provided no Default or Event of the Revolving Lenders set forth in this Section 2.3Default shall have occurred and be continuing, the Swing Line Lender shall Bank hereby agrees to make swing line loans to the Company (individually, a “Committed Swing Line Loans to Loan”; collectively the Borrower at any time “Committed Swing Line Loans”; or the “Swing Line Loans”) from time to time after during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Swing Line Commitment; provided that the aggregate unpaid principal amount of all Swing Line Loans, together with the aggregate unpaid principal amount of all Revolving Credit Loans, LOC Obligations and all Bid Loans at any one time outstanding, may not exceed the aggregate amount of the Commitments. Amounts borrowed by the Company under this subsection 2.19 may be repaid and, through but excluding the Termination Date, reborrowed. All Committed Swing Line Loans shall be made as ABR Loans and may not be converted into Eurodollar Loans. Each borrowing of Swing Line Loans shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof. The Company shall give the Administrative Agent (which shall promptly notify the Swing Line Bank) irrevocable notice (which notice must be received by the Administrative Agent prior to 2:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of the requested Committed Swing Line Loan to be made by the Swing Line Bank. The proceeds of each Committed Swing Line Loan shall be made available by the Swing Line Bank to the Administrative Agent for the account of the Company at the applicable office of the Administrative Agent specified prior to 4:30 p.m. on the requested Borrowing Date. (b) The Swing Line Loans made by the Swing Line Bank to the Company shall be evidenced by a promissory note of the Company substantially in the form of Exhibit I, with appropriate insertions (the “Swing Line Note”), payable to the order of the Swing Line Bank and representing the obligation of the Company to pay the unpaid principal amount of the Swing Line Loans made to the Company, with interest thereon as prescribed in subsection 2.9. The Swing Line Bank is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan made to the Company and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of its Swing Line Note (or any continuation thereof) and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. Each Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date toand (c) bear interest for the period from the date thereof to the Termination Date on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, but and payable as specified in, subsection 2.9. (c) In the event that the Company has not notified the Administrative Agent of its intent to repay the Swing Line Loans made on any Borrowing Date by 12:00 noon New York City time on the Business Day immediately following such Borrowing Date and has not in fact repaid such Swing Line Loans (including accrued interest thereon) in full by such time, the Company shall be deemed to have made an irrevocable request to the Administrative Agent under subsection 2.3 (which for purposes of this subsection shall be deemed to be timely and sufficient) for a borrowing on such date of Revolving Credit Loans that are ABR Loans in an aggregate amount equal to the then unpaid aggregate principal amount of such Swing Line Loans made to the Company. The proceeds of such Revolving Credit Loans shall be immediately applied to repay such Swing Line Loans. (d) In the event that for any reason whatsoever (including, without limitation, the Maturity Date occurrence of an event specified in paragraph (g) of subsection 7 with respect to the Company), the procedures set forth in the foregoing paragraph (c) are not followed, each Bank shall, upon notice from the Administrative Agent, promptly purchase from the Swing Line Bank participations in (or, if and to the extent specified by the Swing Line Bank, a direct interest in) the Swing Line Loans made by the Swing Line Bank (collectively, the “Unrefunded Swing Line Loans”) in an aggregate amount equal to the amount of the Revolving Credit FacilityLoan it would have been obligated to make pursuant to the procedures set forth in the foregoing paragraph (c). (e) Each Bank shall, not later than 4:00 P.M. New York City time on the Business Day on which such notice is received (if such notice is received by 2:15 P.M. New York City time) or 9:00 A.M. New York City time on the next succeeding Business Day (if such notice is received after 2:15 P.M. New York City time), make available the amount of the Revolving Credit Loan to be made by it (or the amount of the participations or direct interests to be purchased by it, as the case may be) to the Administrative Agent at the applicable office of the Administrative Agent specified in subsection 9.2 and the amount so received by the Administrative Agent shall promptly be made available to the Swing Line Bank by remitting the same, in immediately available funds, to the Swing Line Bank, in accordance with the provisions of paragraph (g) below. (f) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s participating interest in an Unrefunded Swing Line Loan pursuant to paragraph (d) above, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to such Bank its participating interest in such amount (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the Swing Line Bank any portion thereof previously distributed by the Swing Line Bank to it. (g) All payments (including prepayments) to be made by the Company hereunder and under the Swing Line Notes, whether on account of principal, interest, fees or otherwise, shall be made without set off, counterclaim or any other deduction whatsoever and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Swing Line Bank, at the Administrative Agent’s office specified in subsection 9.2, in Dollars and in immediately available funds, and upon receipt by the Administrative Agent of any payment made by the Company in accordance with the terms of this Agreement and the Swing Line Notes, the Company shall have satisfied its payment obligation with respect to the obligation on account of which such payment was made. Any such payment made at or after giving effect 1:00 P.M. New York City time, on any day shall be deemed made on the following Business Day. The Administrative Agent shall distribute such payments to the Swing Line Bank promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (h) Anything in this Agreement to the contrary notwithstanding (including, without limitation, in subsection 4.2), the obligation of each Bank to make its Revolving Credit Loan (or purchase its participation or direct interest in such Swing Line Loan, as the case may be) pursuant to this subsection 2.19 is unconditional under any and all circumstances whatsoever and shall not be subject to set-off, counterclaim or defense to payment that such Bank may have or have had against the Company, the Administrative Agent, the Swing Line Bank or any other Bank and, without limiting any of the foregoing, shall be unconditional irrespective of (i) the aggregate amount occurrence of Swing Line Loans shall not exceed the Swing Line Commitment and any Default, (ii) the Revolving Credit Facility Usage shall not exceed financial condition of the Revolving Company, any Affiliate, the Administrative Agent, the Swing Line Bank or any other Bank or (iii) the termination or cancellation of the Commitments. Each request by the Borrower for The Company agrees that any Bank so purchasing a participation (or direct interest) in such Swing Line Loan may exercise all rights of set-off, bankers’ lien, counter claim or similar rights with respect to such participation as fully as if such Bank were a direct holder of a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of such participation . (i) Notwithstanding any of the difference in provisions set forth herein, if the manner Swing Line Bank is notified by the Administrative Agent that an Event of Default has occurred and pursuant is continuing, the Swing Line Bank shall not be permitted to the terms of Section 2.2(b)make any Swing Line Loans hereunder.

Swing Line Commitments. (i) Subject to the terms and ---------------------- conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the --------------- ---------------- Borrower at any time or from time to time after during the Closing Date toCommitment Period in an aggregate principal amount at any one time outstanding not to exceed C$5,000,000, but not includingprovided -------- that at no time may the sum of the then outstanding Swing Line Loans, the Maturity Date with respect to the Revolving Credit Facility; providedLoans, that after giving effect to any such Swing Line Loan, L/C Obligations and the aggregate undiscounted face amount of all then outstanding Acceptances exceed the lesser of (ix) the aggregate amount of Commitments and (y) the Borrowing Base then in effect. Amounts borrowed by the Borrower under this subsection 2.5 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be made as Prime Rate Loans and shall not exceed be entitled to be converted into Acceptances. The Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall be deemed Lender prior to be a representation by 12:00 P.M., Toronto time) on the Borrower that it is in compliance with requested Borrowing Date specifying the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at the office of the Swing Line Lender by crediting the account of the Borrower at such limits office with such proceeds in Canadian Dollars. (ii) Provided that the conditions precedent contained in subsection 7.2 to its obligation to make a Swing Line Loan have been satisfied and that there is sufficient availability under the Swing Line Commitment, on each Interest Payment Date, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swing Line Lender to act on its behalf), make a Swing Line Loan to the Borrower in an amount equal to the amount of interest due and payable on such Interest Payment Date pursuant to subsection 5.1. The proceeds of such Swing Line Loan shall be made available by the Swing Line Lender to the Administrative Agent and applied by the Administrative Agent to the payment of such interest on such Interest Payment Date; the Swing Line Lender shall notify the Borrower as soon as reasonably practicable of the amount of each such Swing Line Loan. (b) The Swing Line Loans shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "Swing Line Note"), payable to the order of the --------------- Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 5.1. The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on its internal books and subject records and/or on the schedule annexed to and constituting a part of the other Swing Line Note and any such recordation on such schedule shall constitute prima ----- facie evidence of the accuracy of the information so recorded, provided that the ----- -------- failure by the Swing Line Lender to make any such recordation or any error in any such recordation shall not affect the obligations of the Borrower under this Agreement or the Swing Line Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with subsection 5.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and, at any time when Swing Line Loans are outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender to make a Revolving Credit Loan in an amount equal to such Lender's Commitment Percentage of the principal amount of the Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such ------------------------- notice is given; provided that the provisions of this Agreement, subsection shall not -------- affect the Borrower may borrow, repay and reborrow Borrower's obligations to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 5.2(d). Unless the CoBank Cash Management Agreement is Commitments shall have expired or terminated (in effect and which event the Borrower has elected procedures of paragraph (without modificationd) of this subsection 2.5 shall apply), each Lender will make the proceeds of the Revolving Credit Loan made by it pursuant to its rule set instructions or similar document to have its accounts that are subject the immediately preceding sentence available to the CoBank Cash Management Agreement settle against Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 10:00 A.M., Toronto time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Commitments, make a Revolving Credit Loan or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Lender's Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Commitments of the aggregate principal amount of such Swing Line Loans. Each Lender will make the proceeds of any Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 10:00 A.M., Toronto time, in funds immediately available on the Business Day next succeeding the date on which the Commitments expire or terminate. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Commitments. In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to any such Lender that so requests a confirmation of such Lender's undivided participating interest in the Swing Line Loans dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's participating interest in a Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance Lender receives any outstanding Swing Line Loan. If at any time the aggregate principal balance of payment on account thereof, the Swing Line Loans then Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding exceeds and funded); provided, however, that in the event that -------- ------- such payment received by the Swing Line CommitmentLender is required to be returned, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant such Lender will return to the terms of Section 2.2(b)Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it.

Swing Line Commitments. Subject to the terms and conditions hereof and relying (a) upon the agreements of the Revolving Lenders set forth in this Section 2.3, the Swing Line Lender shall make Swing Line Loans to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a or applicable Subsidiary Borrower and the relevant Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after Lender. In giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreementirrevocable notice, the Borrower may borrowor the applicable Subsidiary Borrower shall designate, repay and reborrow at its option, one or two Swing Line Lenders to make one or more Swing Line Loans in accordance with this Section 2.3the relevant currency. Unless Upon such notice, the CoBank Cash Management Agreement is in effect and Administrative Agent shall promptly notify each applicable Swing Line Lender thereof. Each Swing Line Lender which has been designated by the Borrower has elected (without modification) pursuant to or the applicable Subsidiary Borrower in its rule set instructions or similar document to have irrevocable notice shall make the amount of its accounts that are subject pro rata share of each borrowing in the currency requested available to the CoBank Cash Management Agreement settle against Borrower or applicable Subsidiary Borrower in the manner directed by the Administrative Agent on the requested Borrowing Date. (b) The Swing Line Lenders or any of them at any time and in their or its sole and absolute discretion, may, on behalf of the Borrower or applicable Subsidiary Borrower (which hereby irrevocably directs the Swing Line LoanLenders to act on its behalf), request each Revolving Credit Lender that is an Eligible U.K. Bank, Eligible Canadian Bank, Eligible Dutch Bank, Eligible Belgian Bank or Eligible Australian Bank, with respect to Swing Line Loans made to Subsidiary Borrowers which are resident for taxation purposes in the United Kingdom, Canada, the Borrower shall not use the proceeds of any Netherlands, Belgium or Australia, respectively, or each Revolving Credit Lender, including each Swing Line Loan Lender, with respect to refinance any outstanding all other Swing Line Loan. If at any time Loans, to make a Revolving Credit Loan in the aggregate principal balance currency of the Swing Line Loan(s) made by such Swing Line Lender(s) an amount equal to such Lender's Revolving Percentage of the amount of the Swing Line Loans then (the "Refunded Swing Line Loans") outstanding exceeds on the date such notice is given. Unless any of the events described in paragraph (f) of Section 8 shall have occurred (in which event the procedures of paragraph (c) of this subsection 2.6 shall apply), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line CommitmentLenders, at the Borrower office of the Administrative Agent prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be deemed immediately applied to have requested repay the Refunded Swing Line Loans. (d) Whenever, at any time after any Swing Line Lender has received from any Revolving Lenders Credit Lender such Revolving Credit Lender's participating interest in a Refunded Swing Line Loan and such Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to make such Revolving Loans Credit Lender through the Administrative Agent its participating interest in such Dollar Equivalent amount (appropriately adjusted, in the amount case of interest payments, to reflect the difference period of time during which such Revolving Credit Lender's participating interest was outstanding and funded) in funds denominated in Dollars; provided, however, that in the manner and pursuant event that such payment received by such Swing Line Lender is required to be returned, such Revolving Credit Lender will return to such Swing Line Lender through the terms of Section 2.2(b)Administrative Agent any portion thereof previously distributed by such Swing Line Lender to it in like funds as such payment is required to be returned by such Swing Line Lender.

Swing Line Commitments. Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to each of the Borrower at any time or Borrowers from time to time after during the Closing Date toCommitment Period in an aggregate principal amount as to all of the Borrowers at any one time outstanding not to exceed $20,000,000, but not provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans (including, without limitation, in the Maturity Date with respect to case of Revolving Credit Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof) and L/C Obligations exceed the Revolving Credit Facility; providedCommitments then in effect. Amounts borrowed by any of the Borrowers under this subsection 2.5 may be repaid and, that after giving effect to any such Swing Line Loanuntil but excluding the Termination Date, (i) the aggregate amount of reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Parent Borrower (on behalf of itself or such other Borrower, as the case may be) shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall be deemed Lender prior to be a representation by 12:30 P.M., New York City time) on the requested Borrowing Date specifying the identity of the Borrower that it is in compliance with and the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line LoanLoan which shall be in a minimum amount of $100,000 and whole multiples of $50,000 in excess thereof. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the The proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds Loan will be made available by the Swing Line Commitment, Lender to the Borrower shall be deemed to have requested identified in such notice at the Revolving Lenders to make Revolving Loans in the amount office of the difference Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in the manner and pursuant to the terms of Section 2.2(b)Dollars.

Swing Line Commitments. Subject to (a) The Swing Line Bank shall, on the terms and subject to the conditions hereof and relying upon the agreements of the Revolving Lenders hereinafter set forth (including Section 4.3), make one or more advances (each such advance being a "Swing Line Loan") to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in this Section 2.3, an aggregate principal amount not to exceed at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Lender shall Commitment as such amount may change from time to time; and (b) Swing Line Bank may on the terms and subject to the conditions hereinafter set forth (including Section 4.3) make one or more Swing Line Loans to the any Floor Plan Borrower at any time or from time to time after on any Business Day during the period from the Closing Date to, but not including, to the Maturity Date with respect in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time (not including Swing Line Overdraft Loans) the Revolving Credit Facilityaggregate amount of the Floor Plan Loan Commitments of all the Banks; provided, however, that after giving effect to any such all Borrowings of Swing Line LoanLoans, Floor Plan Loans and all Floor Plan Loans requested on any date, the sum of the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans (ibut excluding Swing Line Overdraft Loans) shall not exceed the aggregate amount of the then applicable aggregate Floor Plan Loan Commitments. All Swing Line Loans shall not exceed (including the Swing Line Commitment Overdraft Loans) shall be evidenced by the Swing Line Note, under which advances, repayments and (ii) readvances may be made, subject to the Revolving Credit Facility Usage shall not exceed the Revolving Commitmentsterms and conditions of this Agreement. Each request by the Borrower for a Swing Line Loan shall mature and the principal amount thereof shall be deemed to be a representation due and payable by the Borrower that it is in compliance with applicable Floor Plan Borrower, as the proviso at case may be, on the end last day of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line LoanInterest Period applicable thereto. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower In no event whatsoever shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall Loan be deemed to have requested the Revolving Lenders reduce, modify or affect any Bank's commitment to make Revolving Floor Plan Loans in the amount based upon its Pro Rata Share of the difference in the manner and pursuant to the terms of Section 2.2(b)Floor Plan Loan Commitment.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or Borrowers (on a joint and several basis as between the Borrowers) from time to time after during the Closing Date toTranche B-1 Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed an amount agreed from time to time between the Parent Borrower and the Swing Line Lender, but in any event not includinggreater than $250.0 million; provided that at no time may the sum of the Dollar Equivalent of the then outstanding Swing Line Loans, the Maturity Date with respect to Revolving Loans and L/C Obligations exceed the Revolving Credit Facility; providedCommitments then in effect. Amounts borrowed by the Borrowers under this Section 2.7 may be repaid and, that after giving effect to any such Swing Line Loanthrough but excluding the Tranche B- 1 Revolving Maturity Date, (i) the aggregate amount of reborrowed. All Swing Line Loans made to the Borrowers shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Parent Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall Lender prior to 12:00 P.M., New York City time (or such later time as may be deemed to be a representation agreed by the Swing Line Lender in its reasonable discretion) on the requested Borrowing Date specifying the identity of each applicable Borrower that it is in compliance with (if not the proviso at Parent Borrower) and the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within , which shall be in a minimum amount of $1.0 million or whole multiples of $500,000 in excess thereof. (b) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Parent Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such limits request shall be deemed to have been automatically made upon the occurrence of time and an Event of Default under Section 9(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount and subject equal to such Lender’s Revolving Commitment Percentage of the other principal amount of all Swing Line Loans (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the Borrower may borrow, repay joint and reborrow several obligations of the Borrowers to prepay Swing Line Loans in accordance with this the provisions of Section 2.34.4(b)(iii). Unless the CoBank Cash Management Agreement is Revolving Commitments shall have expired or terminated (in effect and which event the Borrower has elected procedures of paragraph (without modificationc) pursuant of this Section 2.7 shall apply), each Revolving Lender hereby agrees to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use make the proceeds of its Revolving Loan (including any Swing Line Loan Eurocurrency Loan) available to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance Administrative Agent for the account of the Swing Line Loans then outstanding exceeds Lender at the Swing Line Commitmentoffice of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Borrower shall be deemed to have requested Business Day next succeeding the Revolving Lenders to make Revolving Loans in date such notice is given notwithstanding (i) that the amount of the difference in Mandatory Revolving Loan Borrowing may not comply with the manner and pursuant to the terms of Section 2.2(b).minimum amount for Revolving Loans otherwise required hereunder,

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements provided no Default or Event of the Revolving Lenders set forth in this Section 2.3Default shall have occurred and be continuing, Chase agrees to make swing line loans (individually, a "Swing Line Loan"; collectively, the "Swing Line Lender shall make Swing Line Loans Loans") available to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit Facility; providedCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000, provided that after giving effect to any such Swing Line Loan, (i) at no time shall the aggregate principal amount of Swing Line Loans shall not exceed the Swing Line Commitment outstanding, when added to Chase's then Outstanding Tranche A Revolving Extensions of Credit and (ii) the Chase's Tranche A Revolving Credit Facility Usage shall not Commitment Percentage of the then Outstanding Permitted Line of Credit Indebtedness, exceed the Chase's Tranche A Revolving CommitmentsCredit Commitment. Each request Amounts borrowed by the Borrower for a under this subsection 2.6 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loan Loans shall be deemed made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. Each borrowing of Swing Line Loans shall be in an amount equal to $100,000 or a representation whole multiple of $100,000 in excess thereof. The Borrower shall give Chase irrevocable notice (which notice must be received by Chase prior to 12:00 Noon, New York City time) on the Borrower that it is in compliance with requested Borrowing Date specifying the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits The proceeds of time and amount and subject each Swing Line Loan will be made available by Chase to the other provisions Borrower at the office of this Agreement, Chase specified in subsection 10.2 by crediting the account of the Borrower may borrow, repay and reborrow at such office with such proceeds. (b) The Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and shall be evidenced by a promissory note of the Borrower has elected substantially in the form of Exhibit B, with appropriate insertions (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject the "Swing Line Note"), payable to the CoBank Cash Management Agreement settle against order of Chase and representing the obligation of the Borrower to pay the unpaid principal amount of the Swing Line LoanLoans, with interest thereon as prescribed in subsection 2.9. Chase is hereby authorized to record the Borrowing Date, the Borrower shall not use the proceeds amount of any each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to refinance any outstanding and constituting a part of the Swing Line LoanNote and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. If The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) bear interest for the period from the date thereof to the Termination Date on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 2.9. (c) Chase at any time in its sole and absolute discretion, may, and on each Monday (or if such day is not a Business Day, the aggregate principal balance next Business Day) shall, on behalf of the Borrower (which hereby irrevocably directs Chase to act on its behalf) request prior to 12:00 Noon (New York City time) each Lender, including Chase, to make a Tranche A Revolving Credit Loan in an amount equal to such Lender's Tranche A Revolving Credit Percentage of the amount of the Swing Line Loans then outstanding exceeds (the "Refunded Swing Line CommitmentLoans") outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 8 shall have occurred (in which event the procedures of paragraph (d) of this subsection 2.6 shall apply) each Lender shall make the proceeds of its Tranche A Revolving Credit Loan available to Chase for the account of Chase at the office of Chase specified in subsection 10.2 prior to 2:00 P.M. (New York City time) in funds immediately available on the date such notice is given. The proceeds of such Tranche A Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. Each Tranche A Revolving Credit Loan made pursuant to this subsection 2.6(c) shall be an ABR Loan. (d) If prior to the making of a Tranche A Revolving Credit Loan pursuant to paragraph (c) of this subsection 2.6 one of the events described in paragraph (f) of Section 8 shall have occurred, each Lender will on the date such Revolving Credit Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Line Loan in an amount equal to its Tranche A Revolving Credit Percentage of such Refunded Swing Line Loan. Each Lender will immediately transfer to Chase, in immediately available funds, the amount of its participation and upon receipt thereof Chase will deliver to such Lender a Swing Line Loan participation certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after Chase has received from any Lender such Lender's participating interest in a Refunded Swing Line Loan, Chase receives any payment on account thereof, Chase will distribute to such Lender its participating interest in such amount (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by Chase is required to be returned, such Lender will return to Chase any portion thereof previously distributed by Chase to it. (f) Each Lender's obligation to purchase participating interests pursuant to this subsection 2.6 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against Chase, the Borrower shall be deemed to have requested or anyone else for any reason whatsoever; (ii) the Revolving Lenders to make Revolving Loans occurrence or continuance of an Event of Default; (iii) any adverse change in the amount condition (financial or otherwise) of the difference in Borrower; (iv) any breach of this Agreement by the manner and pursuant Borrower or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms terms, conditions, representations and conditions hereof and relying upon warranties contained in the agreements of the Revolving Lenders set forth in this Section 2.3Loan Documents, the Swing Line Lender shall agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrower at any time or from time to time after until the Closing Date to, but not includingSwing Line Termination Date; provided that, the Maturity Date with respect to the Revolving Credit Facility; providedSwing Line Lender may not make any Swing Line Loan if, that after giving effect to any such Swing Line Loan, either (i) the aggregate amount of all Swing Line Loans outstanding would exceed the lesser of (x) $10,000,000 or (y) the Aggregate Available Commitments or (ii) the Aggregate Outstanding Extensions of Credit of all Lenders would exceed the Total Commitment. Amounts borrowed by the Borrower under this Section 2.4 may be repaid and, through but excluding the Swing Line Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not exceed be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Commitment and Lender a Notice of Borrowing (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which Notice of Borrowing must be received by the Borrower for a Swing Line Loan shall be deemed Lender prior to be a representation by 1:00 P.M., Dallas, Texas time) on the Borrower that it is in compliance with requested Borrowing Date specifying the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $500,000 or whole multiples of $100,000 in excess thereof. Within such limits The proceeds of time and amount and subject each Swing Line Loan will be made available by the Swing Line Lender to the other provisions Borrower at the office of this Agreementthe Swing Line Lender by crediting the account of the Borrower, as so directed by the Borrower in a Notice of Borrowing, with such proceeds in Dollars. (b) The Borrower agrees that, upon the request of the Swing Line Lender, in order to evidence the Swing Line Loans, the Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit F-2, with appropriate insertions (as the same may borrowbe amended, repay supplemented, replaced or otherwise modified from time to time, the "Swing Line Note"), payable to the order of the Swing Line Lender and reborrow in a principal amount equal to $10,000,000 with interest thereon as prescribed in Section 4.1. The Swing Line Note shall (i) be dated the Effective Date or the date of any reissuance of such Swing Line Note, (ii) be stated to mature on the Swing Line Termination Date and (iii) provide for the payment of interest in accordance with Section 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender, including the Swing Line Lender, to make a Committed Loan as an ABR Loan in an amount equal to such Lender's Specified Percentage of the principal amount of the Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such notice is given. Each Lender will make the proceeds of its Committed Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, Dallas, Texas time, in accordance with this Section 2.3funds immediately available on the Business Day next succeeding the date such notice is given. Unless The proceeds of such Committed Loans shall be immediately applied to repay the CoBank Cash Management Agreement is Refunded Swing Line Loans. (d) If, for any reason, Committed Loans may not be (as determined by the Administrative Agent in effect and the Borrower has elected (without modification) its sole discretion), or are not, made pursuant to its rule set instructions or similar document Section 2.4(c) to repay Swing Line Loans as required by said Section, then, effective on the date such Committed Loans would otherwise have its accounts been made, each Lender severally, unconditionally and irrevocably agrees that are subject it shall purchase an undivided participating interest in such Swing Line Loans ("Unrefunded Swing Line Loans"), in an amount equal to the CoBank Cash Management Agreement settle against amount of Committed Loans which otherwise would have been made by such Lender pursuant to Section 2.4(c) (which amount, if the Commitments shall have terminated, shall be determined on the basis of such Lender's Specified Percentage (determined on the date of, and immediately prior to, termination of the Commitments). In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's participating interest in a Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance Lender receives any outstanding Swing Line Loan. If at any time the aggregate principal balance of payment on account thereof, the Swing Line Loans then Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding exceeds and funded); provided, that in the event that such payment received by the Swing Line CommitmentLender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Notwithstanding anything to the contrary in this Agreement, each Lender's obligation to make the Committed Loans referred to in Section 2.4(c) and to purchase and fund participating interests pursuant to Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to have requested satisfy any of the Revolving Lenders to make Revolving Loans other conditions specified in Section 6; (iii) any adverse change in the amount condition (financial or otherwise) of any Loan Party; (iv) any breach of this Agreement or any other Loan Document by any Loan Party or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the difference in the manner and pursuant to the terms of Section 2.2(b)foregoing.

Swing Line Commitments. Subject to (a) The Swing Line Bank shall, on the terms and subject to the conditions hereof and relying upon the agreements of the Revolving Lenders hereinafter set forth (including Section 4.3), make one or more advances (each such advance being a "Swing Line Loan") to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in this Section 2.3, an aggregate principal amount not to exceed THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT 40 42 at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Lender shall Commitment as such amount may change from time to time; and (b) The Swing Line Bank may on the terms and subject to the conditions hereinafter set forth (including Section 4.3) make one or more Swing Line Loans to the any Floor Plan Borrower at any time or from time to time after on any Business Day during the period from the Closing Date to, but not including, to the Maturity Date with respect in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time (not including Swing Line Overdraft Loans) the Revolving Credit Facilityaggregate amount of the Floor Plan Loan Commitments of all the Banks; provided, however, that after giving effect to any such all Borrowings of Swing Line LoanLoans, Floor Plan Loans and all Floor Plan Loans requested on any date, the sum of the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans (ibut excluding Swing Line Overdraft Loans) shall not exceed the aggregate amount of the then applicable aggregate Floor Plan Loan Commitments. All Swing Line Loans shall not exceed (including the Swing Line Commitment Overdraft Loans) shall be evidenced by the Swing Line Note, under which advances, repayments and (ii) readvances may be made, subject to the Revolving Credit Facility Usage shall not exceed the Revolving Commitmentsterms and conditions of this Agreement. Each request by the Borrower for a Swing Line Loan shall mature and the principal amount thereof shall be deemed to be a representation due and payable by the Borrower that it is in compliance with applicable Floor Plan Borrower, as the proviso at case may be, on the end last day of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line LoanInterest Period applicable thereto. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower In no event whatsoever shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall Loan be deemed to have requested the Revolving Lenders reduce, modify or affect any Bank's obligation to make Revolving Floor Plan Loans in the amount based upon its Pro Rata Share of the difference in the manner and pursuant to the terms of Section 2.2(b)Floor Plan Loan Commitments.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall Bank hereby agrees to make swing line loans to the Company (individually, a “Committed Swing Line Loans to Loan”; collectively the Borrower at any time “Committed Swing Line Loans”; or the “Swing Line Loans”) from time to time after during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Swing Line Commitment; provided that the aggregate unpaid principal amount of all Swing Line Loans, together with the aggregate unpaid principal amount of all Revolving Credit Loans, LOC Obligations and all Bid Loans at any one time outstanding, may not exceed the aggregate amount of the Commitments. Amounts borrowed by the Company under this subsection 2.19 may be repaid and, through but excluding the Termination Date, reborrowed. All Committed Swing Line Loans shall be made as ABR Loans and may not be converted into Eurodollar Loans. Each borrowing of Swing Line Loans shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof. The Company shall give the Administrative Agent (which shall promptly notify the Swing Line Bank) irrevocable notice (which notice must be received by the Administrative Agent prior to 2:00 P.M., New York City time) on the requested Borrowing Date specifying the amount of the requested Committed Swing Line Loan to be made by the Swing Line Bank. The proceeds of each Committed Swing Line Loan shall be made available by the Swing Line Bank to the Administrative Agent for the account of the Company at the applicable office of the Administrative Agent specified prior to 4:30 p.m. on the requested Borrowing Date. (b) The Swing Line Loans made by the Swing Line Bank to the Company shall be evidenced by a promissory note of the Company substantially in the form of Exhibit I, with appropriate insertions (the “Swing Line Note”), payable to the order of the Swing Line Bank and representing the obligation of the Company to pay the unpaid principal amount of the Swing Line Loans made to the Company, with interest thereon as prescribed in subsection 2.9. The Swing Line Bank is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan made to the Company and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of its Swing Line Note (or any continuation thereof) and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. Each Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date toand (c) bear interest for the period from the date thereof to the Termination Date on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in, but and payable as specified in, subsection 2.9. (c) In the event that the Company has not notified the Administrative Agent of its intent to repay the Swing Line Loans made on any Borrowing Date by 12:00 noon New York City time on the Business Day immediately following such Borrowing Date and has not in fact repaid such Swing Line Loans (including accrued interest thereon) in full by such time, the Company shall be deemed to have made an irrevocable request to the Administrative Agent under subsection 2.3 (which for purposes of this subsection shall be deemed to be timely and sufficient) for a borrowing on such date of Revolving Credit Loans that are ABR Loans in an aggregate amount equal to the then unpaid aggregate principal amount of such Swing Line Loans made to the Company. The proceeds of such Revolving Credit Loans shall be immediately applied to repay such Swing Line Loans. (d) In the event that for any reason whatsoever (including, without limitation, the Maturity Date occurrence of an event specified in paragraph (g) of Section 7 with respect to the Company), the procedures set forth in the foregoing paragraph (c) are not followed, each Bank shall, upon notice from the Administrative Agent, promptly purchase from the Swing Line Bank participations in (or, if and to the extent specified by the Swing Line Bank, a direct interest in) the Swing Line Loans made by the Swing Line Bank (collectively, the “Unrefunded Swing Line Loans”) in an aggregate amount equal to the amount of the Revolving Credit FacilityLoan it would have been obligated to make pursuant to the procedures set forth in the foregoing paragraph (c). (e) Each Bank shall, not later than 4:00 P.M. New York City time on the Business Day on which such notice is received (if such notice is received by 2:15 P.M. New York City time) or 9:00 A.M. New York City time on the next succeeding Business Day (if such notice is received after 2:15 P.M. New York City time), make available the amount of the Revolving Credit Loan to be made by it (or the amount of the participations or direct interests to be purchased by it, as the case may be) to the Administrative Agent at the applicable office of the Administrative Agent specified in subsection 9.2 and the amount so received by the Administrative Agent shall promptly be made available to the Swing Line Bank by remitting the same, in immediately available funds, to the Swing Line Bank, in accordance with the provisions of paragraph (g) below. (f) Whenever, at any time after the Swing Line Bank has received from any Bank such Bank’s participating interest in an Unrefunded Swing Line Loan pursuant to paragraph (d) above, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to such Bank its participating interest in such amount (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the Swing Line Bank any portion thereof previously distributed by the Swing Line Bank to it. (g) All payments (including prepayments) to be made by the Company hereunder and under the Swing Line Notes, whether on account of principal, interest, fees or otherwise, shall be made without set off, counterclaim or any other deduction whatsoever and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Swing Line Bank, at the Administrative Agent’s office specified in subsection 9.2, in Dollars and in immediately available funds, and upon receipt by the Administrative Agent of any payment made by the Company in accordance with the terms of this Agreement and the Swing Line Notes, the Company shall have satisfied its payment obligation with respect to the obligation on account of which such payment was made. Any such payment made at or after giving effect 1:00 P.M. New York City time, on any day shall be deemed made on the following Business Day. The Administrative Agent shall distribute such payments to the Swing Line Bank promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. (h) Anything in this Agreement to the contrary notwithstanding (including, without limitation, in subsection 4.2), the obligation of each Bank to make its Revolving Credit Loan (or purchase its participation or direct interest in such Swing Line Loan, as the case may be) pursuant to this subsection 2.19 is unconditional under any and all circumstances whatsoever and shall not be subject to set-off, counterclaim or defense to payment that such Bank may have or have had against the Company, the Administrative Agent, the Swing Line Bank or any other Bank and, without limiting any of the foregoing, shall be unconditional irrespective of (i) the aggregate amount occurrence of Swing Line Loans shall not exceed the Swing Line Commitment and any Default or Event of Default, (ii) the Revolving Credit Facility Usage shall not exceed financial condition of the Revolving Company, any Affiliate, the Administrative Agent, the Swing Line Bank or any other Bank or (iii) the termination or cancellation of the Commitments. Each request by the Borrower for The Company agrees that any Bank so purchasing a participation (or direct interest) in such Swing Line Loan may exercise all rights of set-off, bankers’ lien, counter claim or similar rights with respect to such participation as fully as if such Bank were a direct holder of a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)such participation.

Swing Line Commitments. Subject to (a) The Swing Line Bank shall, on the terms and subject to the conditions hereof and relying upon the agreements of the Revolving Lenders hereinafter set forth (including Section 4.3), make one or more advances (each such advance being a "SWING LINE LOAN") to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in this Section 2.3, an aggregate principal amount not to exceed at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Lender shall Commitment as such amount may change from time to time. (b) The Swing Line Bank may on the terms and subject to the conditions hereinafter set forth (including Section 4.3) make one or more Swing Line Loans to the any Floor Plan Borrower at any time or from time to time after on any Business Day during the period from the Closing Date to, but not including, to the Maturity Date with respect in an aggregate principal amount greater than the Swing Line Commitment but not to exceed at any time (not including Swing Line Overdraft Loans) the Revolving Credit Facilityaggregate amount of the Floor Plan Loan Commitments of all the Lenders; provided, however, that after giving effect to any such all Borrowings of Swing Line LoanLoans, Floor Plan Loans and all Floor Plan Loans requested on any date, the sum of the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans (ibut excluding Swing Line Overdraft Loans) shall not exceed the aggregate amount of the then applicable aggregate Floor Plan Loan Commitments. (c) Unless otherwise refinanced pursuant to Section 4.5, all Swing Line Loans (including the Swing Line Overdraft Loans) shall be evidenced by the Swing Line Note, under which advances, repayments and readvances may be made, subject to the terms and conditions of this Agreement and all other Swing Line Loans shall not exceed the Swing Line Commitment be due and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitmentspayable on each Floor Plan Adjustment Date. Each request by the Borrower for a Swing Line Loan that is a Eurodollar Loan shall mature and the principal amount thereof shall be deemed to be a representation due and payable by the Borrower that it is in compliance with applicable Floor Plan Borrower, as the proviso at case may be, on the end last day of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line LoanInterest Period applicable thereto. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower In no event whatsoever shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall Loan be deemed to have requested the Revolving Lenders reduce, modify or affect any Lender's obligation to make Revolving Floor Plan Loans in the amount based upon its Pro Rata Share of the difference in the manner and pursuant to the terms of Section 2.2(b)Floor Plan Loan Commitments.

Swing Line Commitments. Subject (a) The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including Section 4.3), make one or more advances (each such advance being a “Swing Line Loan”) to any Floor Plan Borrower from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate principal amount not to exceed at any time (not including Swing Line Overdraft Loans) the aggregate amount of the Swing Line Commitment as such amount may change from time to time. After giving effect to all Borrowings of Swing Line Loans and Floor Plan Loans requested on any date, the sum of the aggregate principal amount of all outstanding Floor Plan Loans and Swing Line Loans (but excluding Swing Line Overdraft Loans) shall not exceed the Total Floor Plan Loan Commitment. (b) All Swing Line Loans and all Swing Line Overdraft Loans shall be evidenced by the Swing Line Note, under which advances, repayments and readvances may be made, subject to the terms and conditions hereof and relying of this Agreement. In no event whatsoever shall any outstanding Swing Line Loan be deemed to reduce, modify or affect any Lender’s obligation to make Floor Plan Loans based upon its Pro Rata Share of Floor Plan Loan Commitments. (c) Immediately upon the agreements making of a Swing Line Loan by the Revolving Lenders set forth in this Section 2.3Swing Line Bank, the Swing Line Lender shall make Swing Line Loans to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower Bank shall be deemed to have requested sold and transferred to each Lender and each Lender shall be deemed to have purchased and received from the Revolving Lenders Swing Line Bank, without any further action by any party, an undivided participating interest in each Swing Line Loan in an amount equal to make Revolving Loans such Lender’s Pro Rata Share; provided, however, that (a) no Lender shall be required to fund its participation in the amount any Swing Line Loan except as set forth in Section 4.5, and (b) no Lender shall be entitled to share in any payments of the difference principal or interest in the manner and pursuant respect of its participation except, with respect to any participation funded by such Xxxxxx, as set forth herein. Such participation shall be subject to the terms and conditions of Section 2.2(b).this Agreement

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or Company in Dollars under the Aggregate Multi-Currency Commitment from time to time after during the Closing Date to, but Commitment Period in an aggregate principal amount at any one time outstanding not including, the Maturity Date with respect to the Revolving Credit Facilityexceed $30,000,000; provided, however, that after giving effect to any such Swing Line Loan, at no time (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the making of such Swing Line Loan and the use of the proceeds thereof) may the Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Maximum Multi-Currency Availability. Amounts borrowed by the Company under this Section 4.1 may be repaid and, up to but excluding the last day of the Commitment Period, reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender irrevocable notice, which notice shall be in substantially the form of Exhibit H-3 (a “Swing Line Loan Request”), and which notice must be received by the Swing Line Lender prior to 1:00 P.M., New York City time on the requested borrowing date, specifying the amount of each requested Swing Line Loan. Within The Swing Line Lender shall not make any Swing Line Loan in the period commencing on the first Business Day after it receives written notice from the Multi-Currency Administrative Agent or any Multi-Currency Lender that one or more of the conditions precedent contained in Section 9.2 shall not on such limits of time date be satisfied, and amount and subject ending when such conditions are satisfied. The Swing Line Lender shall not otherwise be required to the other provisions of this Agreementdetermine that, or take notice whether, the Borrower may borrow, repay and reborrow Swing Line Loans conditions precedent set forth in accordance Section 9.2 have been satisfied in connection with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds making of any Swing Line Loan to refinance any outstanding Loan. The proceeds of each Swing Line Loan. If at any time the aggregate principal balance of Loan will be made available by the Swing Line Loans then outstanding exceeds Lender to the Company by crediting the account of the Company designated to the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.2(b)Lender with such proceeds.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of hereof, from time to time prior to the Revolving Lenders set forth in this Section 2.3, Credit Termination Date and to the Borrower or any Regular Subsidiary Borrower (i) each Swing Line Lender shall severally (but not jointly) agrees to make Swing Line Loans in Dollars or euros in an aggregate principal amount not to the Borrower exceed $30,000,000 at any one time or from time to time after outstanding (each of the Closing Date toforegoing individually, but not includinga "Swing Line Loan"; collectively the "Swing Line Loans"), which Swing Line Loans may be borrowed under any of the Facility A Commitments, the Maturity Date with respect to Facility B Commitments, the Revolving Credit FacilityFacility C Commitments or the Facility D Commitments; providedprovided that, that after giving effect to any the making of such Swing Line LoanLoans, (i) the aggregate principal amount of Swing Line Loans (including any Sterling Swing Line Loans, Australian Dollar Swing Line Loans and Canadian Dollar Swing Line Loans) made under any Revolving Facility (including the Sterling Facility, Australian Facility and Canadian Facility) at any one time outstanding shall not exceed $80,000,000 or the Non-Dollar Currency Equivalent thereof and the Aggregate Facility A Revolving Extensions of Credit shall not exceed the Swing Line Commitment and (ii) Facility A Commitments, the Aggregate Facility B Revolving Extensions of Credit Facility Usage shall not exceed the Facility B Commitments, the Aggregate Facility C Revolving Extensions of Credit shall not exceed the Facility C Commitments and the Aggregate Facility D Revolving Extensions of Credit shall not exceed the Facility D Commitments. Each request All Swing Line Loans in Dollars shall be made as ABR Loans and Swing Line Loans in euros shall be made on terms agreed upon by the Borrower for a relevant Swing Line Loan Lender and the Borrower or applicable Regular Subsidiary Borrower. The Borrower or applicable Regular Subsidiary Borrower shall give the Administrative Agent irrevocable notice (which notice must be deemed to be a representation received by the Borrower that it is in compliance with Administrative Agent at or prior to 1:00 P.M., New York City time, on the proviso at requested Borrowing Date), specifying the end amount of the preceding sentence and with Section 4.2 after giving effect to the each requested Swing Line Loan, which shall be greater than or equal to a minimum amount to be agreed upon by the Borrower or applicable Regular Subsidiary Borrower and the relevant Swing Line Lender, and the Revolving Facility under which it is to be borrowed. Within such limits of time and amount and subject to the other provisions of this AgreementIn giving irrevocable notice, the Borrower may borrowor the applicable Regular Subsidiary Borrower shall designate, repay and reborrow at its option, one or two Swing Line Lenders to make one or more Swing Line Loans in accordance with this Section 2.3the relevant currency. Unless Upon such notice, the CoBank Cash Management Agreement is in effect and Administrative Agent shall promptly notify each applicable Swing Line Lender thereof. Each Swing Line Lender which has been designated by the Borrower has elected (without modification) pursuant to or the applicable Regular Subsidiary Borrower in its rule set instructions or similar document to have irrevocable notice shall make the amount of its accounts that are subject ratable share of each borrowing in the currency requested available to the CoBank Cash Management Agreement settle against Borrower or applicable Regular Subsidiary Borrower in the manner directed by the Administrative Agent on the requested Borrowing Date. (b) The Swing Line Lenders or any of them at any time and in their or its sole and absolute discretion, may, on behalf of the Borrower or applicable Regular Subsidiary Borrower (which hereby irrevocably directs the Swing Line LoanLenders to act on its behalf), request each Revolving Credit Lender under the Borrower shall not use the proceeds of any applicable Revolving Facility, including each Swing Line Loan Lender, with respect to refinance any outstanding all other Swing Line Loan. If at any time Loans, to make a Revolving Credit Loan under such Revolving Facility, in the aggregate principal balance currency of the Swing Line Loan(s) made by such Swing Line Lender(s) in an amount equal to such Lender's Revolving Percentage under such Revolving Facility of the amount of the Swing Line Loans then (the "Refunded Swing Line Loans") outstanding exceeds on the date such notice is given. Unless any of the events described in paragraph (f) of Section 8 shall have occurred (in which event the procedures of paragraph (c) of this subsection 2.6 shall apply), each Revolving Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line CommitmentLenders, at the office of the Administrative Agent prior to 12:00 Noon (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (c) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of subsection 2.6, one of the events described in paragraph (f) of Section 8 shall have occurred, each Revolving Credit Lender under the applicable Revolving Facility hereby agrees to and will, on the date such Revolving Credit Loan was to have been made, purchase an undivided participating interest in each Refunded Swing Line Loan in an amount equal to its Revolving Percentage under such Revolving Facility of such Refunded Swing Line Loan. Such Revolving Credit Lender will immediately transfer to the Administrative Agent for the account of the Swing Line Lenders, in immediately available funds denominated in Dollars, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in Dollar Equivalent (if applicable) of the amount of its participations and, upon its receipt of its ratable share thereof, each Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate dated the difference date of receipt of such funds and in such amount. On such date, any Swing Line Loans not denominated in Dollars shall, without any further action or notice being required, be converted to and become denominated in Dollars in an amount equal to the Dollar Equivalent of the amount thereof on such date. (d) Whenever, at any time after any Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender's participating interest in a Refunded Swing Line Loan and such Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to such Revolving Credit Lender through the Administrative Agent its participating interest in such Dollar Equivalent amount (appropriately adjusted, in the manner case of interest payments, to reflect the period of time during which such Revolving Credit Lender's participating interest was outstanding and pursuant funded) in funds denominated in Dollars; provided, however, that in the event that such payment received by such Swing Line Lender is required to be returned, such Revolving Credit Lender will return to such Swing Line Lender through the terms of Section 2.2(b)Administrative Agent any portion thereof previously distributed by such Swing Line Lender to it in like funds as such payment is required to be returned by such Swing Line Lender.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make Swing Line Loans swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit Facility; providedCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $10,000,000, PROVIDED that after giving effect to any such at no time may the sum of the then outstanding Revolving Credit Loans, Swing Line LoanLoans and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.19 may be repaid and, (i) through but excluding the aggregate amount Termination Date, reborrowed. Swing Line Loans may not be prepaid without the consent of the Swing Line Lender. All Swing Line Loans shall be made as Negotiated Rate Loans and shall not exceed be entitled to be converted into Eurodollar Loans or ABR Loans. The Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall be deemed Lender prior to be a representation by 12:00 Noon, New York City time) on the Borrower that it is in compliance with requested Borrowing Date specifying the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other provisions Borrower at the office of this Agreement, the Swing Line Lender by crediting the account of the Borrower may borrow, repay at such office with such proceeds in Dollars. Each Negotiated Rate Loan shall mature and reborrow be payable at the end of the Interest Period applicable thereto. (b) The Swing Line Loans shall, if requested by the Swing Line Lender, be evidenced by a promissory note of the Borrower substantially in the form of Exhibit C, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "SWING LINE NOTE"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 2.19 (a) The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on its internal books and records and/or on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation on such schedule shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded, PROVIDED that the failure by the Swing Line Lender to make any such recordation or any error in any such recordation shall not affect the obligations of the Borrower under this Agreement or the Swing Line Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with this Section 2.3subsection 2.10. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender to make a Revolving Credit Loan in an amount equal to such Lender's Revolving Credit Commitment Percentage of the principal amount of the Swing Line Loans (the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless the CoBank Cash Management Agreement is Revolving Credit Commitments shall have expired or terminated (in effect and which event the Borrower has elected procedures of paragraph (without modificationd) of this subsection 2.19 shall apply), each Lender will make the proceeds of the Revolving Credit Loan made by it pursuant to its rule set instructions or similar document to have its accounts that are subject the immediately preceding sentence available to the CoBank Cash Management Agreement settle against Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Lender's Revolving Credit Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each Lender will make the proceeds of any Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Credit Commitments expire or terminate. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph, each Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation, and upon receipt thereof the Swing Line Lender will deliver to any such Lender that so requests a confirmation of such Lender's undivided participating interest in the Swing Line Loans dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's participating interest in a Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance Lender receives any outstanding Swing Line Loan. If at any time the aggregate principal balance of payment on account thereof, the Swing Line Loans then Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding exceeds and funded); PROVIDED, HOWEVER, that in the event that such payment received by the Swing Line CommitmentLender is required to be returned, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant such Lender will return to the terms of Section 2.2(b)Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or Company in Dollars under the Aggregate Commitment from time to time after during the Closing Date to, but Commitment Period in an aggregate principal amount at any one time outstanding not including, the Maturity Date with respect to the Revolving Credit Facilityexceed $30,000,000; provided, however, that at no time (after giving effect to any the making of such Swing Line Loan and the use of the proceeds thereof) may the Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Maximum Availability. Amounts borrowed by the Company under this Section 4.1 may be repaid and, up to but excluding the last day of the Commitment Period, reborrowed. All Swing Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. The Company shall give the Swing Line Lender irrevocable notice, which notice shall be in substantially the form of Exhibit H-3 (a “Swing Line Loan Request”), and which notice must be received by the Swing Line Lender prior to 1:00 P.M., New York City time, on the requested borrowing date, specifying the amount of each requested Swing Line Loan. The Swing Line Lender shall not make any Swing Line Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or any Multi-Currency Lender that one or more of the conditions precedent contained in Section 9.2 shall not on such date be satisfied and ending when such conditions are satisfied. The Swing Line Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 9.2 have been satisfied in connection with the making of any Swing Line Loan. The proceeds of each Swing Line Loan will be made available by the Swing Line Lender to the Company by crediting the account of the Company designated to the Swing Line Lender with such proceeds. (b) The Company hereby agrees that each Swing Line Loan made by the Swing Line Lender to the Company pursuant to this Section 4.1 shall constitute the promise and obligation of the Company to pay to such Swing Line Lender, at the office of the Swing Line Lender listed in Section 14.2, in Dollars and in immediately available funds, the aggregate unpaid principal amount of all Swing Line Loans made by such Swing Line Lender pursuant to Section 4.1(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and, in any event, on the Multi-Currency Termination Date. The Company hereby agrees that the Swing Line Lender is authorized to record (i) the date and amount of each Swing Line Loan made by such Swing Line Lender pursuant to Section 4.1(a) and (ii) the date and amount of each payment or prepayment of principal of and interest with respect to each Swing Line Loan made by the Company to such Swing Line Lender, in the books and records of such Swing Line Lender and in such manner as is reasonable and customary for it and a certificate of an officer of such Swing Line Lender, setting forth in reasonable detail the information so recorded, shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded; provided, however, that the failure to make any such recording or any error in such recording shall not in any way affect the Payment Obligations of the Company hereunder. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and (i) at any time as there shall be $25,000,000 in aggregate principal amount of Swing Line Loans shall not exceed outstanding or (ii) on the last Business Day of any calendar week shall, on behalf of the Company (which hereby irrevocably directs the Swing Line Commitment and (iiLender to act on its behalf) the request each Multi-Currency Lender to make a Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed (as an Alternate Base Rate Loan) in an amount equal to be a representation by the Borrower that it is in compliance with the proviso at the end such Multi-Currency Lender’s Commitment Percentage of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then (the “Refunded Swing Line Loans”) outstanding exceeds on the date such notice is given. Unless any of the events described in paragraph (j) of Section 12.1 shall have occurred (in which event the procedures of paragraph (d) of this Section 4.1 shall apply) each Multi-Currency Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Line CommitmentLender for its own account at the office specified for the Swing Line Lender in Section 14.2 prior to 1:00 P.M. (New York City time) in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. To the extent that any Multi-Currency Lender fails to make such payment to the Swing Line Lender, on demand, the Borrower Company shall be deemed substantially concurrently repay such Multi-Currency Lender’s ratable share of such Refunded Swing Line Loan. (d) If, prior to the making of a Revolving Credit Loan pursuant to paragraph (c) of Section 4.1, one of the events described in paragraph (j) of Section 12.1 shall have occurred, each Multi-Currency Lender will, on the date such Revolving Credit Loan was to have requested been made, purchase an undivided participating interest in the Revolving Lenders Refunded Swing Line Loan in an amount equal to make Revolving Loans its Commitment Percentage of such Refunded Swing Line Loan. Each Multi-Currency Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. (e) Whenever, at any time after the difference Swing Line Lender has received from any Multi-Currency Lender such Multi-Currency Lender’s participating interest in a Refunded Swing Line Loan pursuant to clause (d) above, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to such Multi-Currency Lender its participating interest in such amount (appropriately adjusted, in the manner case of interest payments, to reflect the period of time during which such Multi-Currency Lender’s participating interest was outstanding and pursuant funded) in like funds as received; provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Multi-Currency Lender will return to the terms of Section 2.2(b)Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it in like funds as such payment is required to be returned by the Swing Line Lender.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the any Borrower at any time or from time to time after during the Closing Date toCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $50.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, Tranche A Loans and L/C Obligations exceed the lesser of the Tranche A Commitments then in effect and the Tranche A Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered). Amounts borrowed by any Borrower under this subsection 2.4 may be repaid and, through but not including, excluding the Maturity Date with respect to the Revolving Credit Facility; providedDate, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of reborrowed. All Swing Line Loans made to any Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Borrower Representative (on behalf of any Borrower) shall give the Swing Line Commitment Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) Each Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the order of the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9.1(f)) each Tranche A Lender, including the Swing Line Lender, to make a Tranche A Loan as an ABR Loan in an amount equal to such Lender’s Tranche A Commitment Percentage of the principal amount of all Swing Line Loans ( a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Lender’s Tranche A Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of any Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(b). Unless the CoBank Cash Management Tranche A Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Tranche A Lender hereby agrees to make the proceeds of its Tranche A Loan (including, without limitation, any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Tranche A Commitment of such, or any other, Tranche A Lender at such time. The proceeds of such Tranche A Loans (including, without limitation, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Tranche A Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Tranche A Commitments, make a Tranche A Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Lender’s Tranche A Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Tranche A Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Tranche A Lenders to share in such Swing Line Loans ratably based upon their respective Tranche A Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Tranche A Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Tranche A Loans made as ABR Loans. Each Tranche A Lender will make the proceeds of any Tranche A Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Commitments expire or terminate. The proceeds of such Tranche A Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Tranche A Commitments. In the event that the Tranche A Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Tranche A Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Tranche A Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Tranche A Lender such Tranche A Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from any Borrower shall not use the proceeds in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Tranche A Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Tranche A Lender’s obligation to make the Tranche A Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.4(c) and 2.4(d) shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Tranche A Lender or any of the difference Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other Lender; (v) any inability of any of the Borrowers to satisfy the terms conditions precedent to borrowing set forth in this Agreement on the date upon which such Tranche A Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of Section 2.2(b)the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof hereof, from time to time prior to the Revolving Credit Termination Date and relying upon to the agreements Sterling Subsidiary Borrowers (i) the Sterling Swing Line Lender agrees to make Sterling Swing Line Loans in Sterling in an aggregate principal amount not to exceed the Sterling equivalent of U.S.$20,000,000 at any one time outstanding (each of the Revolving Lenders set forth in this Section 2.3foregoing individually, a “Sterling Swing Line Loan”; collectively the “Sterling Swing Line Loans”); provided that, after giving effect to the making of such Sterling Swing Line Loans, the aggregate principal amount of Swing Line Loans under any Revolving Facility at any one time outstanding shall not exceed U.S.$100,000,000 and the Aggregate Sterling Revolving Extensions of Credit shall not exceed the Sterling Commitments. All Sterling Swing Line Loans shall be made as Reference Rate Loans. The relevant Sterling Subsidiary Borrowers shall give the Sterling Administrative Agent irrevocable notice (which notice must be received by the Sterling Administrative Agent at or prior to 1:00 P.M., London time, on the requested Borrowing Date (U.K.)), specifying the amount of each requested Sterling Swing Line Loan, which shall be greater than or equal to a minimum amount to be agreed upon by such Sterling Subsidiary Borrowers and the relevant Sterling Swing Line Lender. Upon such notice, the Sterling Administrative Agent shall promptly notify the Sterling Swing Line Lender thereof. The Sterling Swing Line Lender shall make Swing Line Loans the amount of each borrowing available to the Borrower at any time or from time to time after relevant Sterling Subsidiary Borrowers in the Closing Date to, but not including, manner directed by the Maturity Date with respect to Sterling Administrative Agent on the Revolving Credit Facilityrequested Borrowing Date; provided, that after giving effect notwithstanding the foregoing and without necessity of any notice to Sterling Administrative Agent, any such UK Cash Management Advance made by the Sterling Swing Line Lender under the UK Cash Management Agreement shall constitute a Sterling Swing Line Loan, (i) the aggregate amount of and shall reduce availability for additional Swing Line Loans shall not exceed under this subsection 2.3 in an amount equal to the amount of UK Cash Management Advances hereunder outstanding at any time. The Sterling Swing Line Commitment Lender shall give notice to the Sterling Administrative Agent on a daily basis of the outstanding principal balance of UK Cash Management Advances. (b) The Sterling Swing Line Lender in its sole and absolute discretion, may, on behalf of the relevant Sterling Subsidiary Borrower (iiwhich hereby irrevocably directs the Sterling Swing Line Lender to act on its behalf), request each Sterling Lender, including the Sterling Swing Line Lender, with respect to all other Sterling Swing Line Loans, to make a Sterling Loan, in an amount equal to such Sterling Lender’s Revolving Percentage under the Sterling Facility of the amount of the Sterling Swing Line Loans (the “Refunded Sterling Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 8 of the Credit Agreement shall have occurred (in which event the procedures of paragraph (c) of this subsection 2.3 shall apply), each Sterling Lender shall make the proceeds of its Sterling Loan available to the Sterling Administrative Agent for the account of the Sterling Swing Line Lender, at the office of the Sterling Administrative Agent prior to 12:00 Noon (London time) in funds immediately available on the Business Day (U.K.) next succeeding the date such notice is given. The proceeds of such Sterling Loans shall be immediately applied to repay the Refunded Sterling Swing Line Loans. (c) If, prior to the making of a Sterling Swing Line Loan pursuant to paragraph (b) of this subsection 2.3, one of the events described in paragraph (f) of Section 8 of the Credit Agreement shall have occurred, each Sterling Lender hereby agrees to and will, on the date such Sterling Swing Line Loan was to have been made, purchase an undivided participating interest in each Refunded Sterling Swing Line Loan in an amount equal to its Revolving Percentage under the Sterling Facility of such Refunded Sterling Swing Line Loan. Such Revolving Credit Facility Usage shall not exceed Lender will immediately transfer to the Revolving Commitments. Each request by Sterling Administrative Agent for the Borrower for account of the Sterling Swing Line Lender, in immediately available funds of the amount of its participations and, upon its receipt of its ratable share thereof, the Sterling Swing Line Lender will deliver to such Sterling Lender a Swing Line Loan shall be deemed to be a representation by Participation Certificate dated the Borrower that it is date of receipt of such funds and in compliance with such amount. (d) Whenever, at any time after the proviso at the end of the preceding sentence and with Section 4.2 after giving effect to the requested Sterling Swing Line Loan. Within Lender has received from any Sterling Lender such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans Sterling Lender’s participating interest in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the proceeds of any a Refunded Sterling Swing Line Loan to refinance any outstanding and the Sterling Swing Line Loan. If at Lender receives any time payment on account thereof, the aggregate principal balance of the Sterling Swing Line Loans then outstanding exceeds Lender will distribute to such Sterling Lender through the Sterling Administrative Agent its participating interest; provided, however, that in the event that such payment received by the Sterling Swing Line CommitmentLender is required to be returned, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant such Sterling Lender will return to the terms of Section 2.2(b)Sterling Swing Line Lender through the Sterling Administrative Agent any portion thereof previously distributed by the Sterling Swing Line Lender to it.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a "Swing Line Loan"; collectively, the "Swing Line Loans") to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $15,000,000, provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Credit Loans and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.5 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 2:00 p.m., New York City time) on the requested Borrowing Date specifying the amount of the requested Swing Line Loan which shall be in a minimum amount of $1,000,000 or whole multiples of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the Borrower at any time the office of the Swing Line Lender by crediting the account of the Borrower at such office with such proceeds in Dollars. (b) The Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender, in order to evidence the Swing Line Loans the Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time after the Closing Date to, but not includingtime, the Maturity Date with respect "Swing Line Note"), payable to the Revolving Credit Facility; provided, that after giving effect to any such order of the Swing Line Loan, (i) Lender and representing the aggregate obligation of the Borrower to pay the amount of Swing Line Loans shall not exceed the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (a) be dated the Effective Date, (b) be stated to mature on the Termination Date and (iic) provide for the Revolving Credit Facility Usage payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, and, at any time as there shall not exceed the Revolving Commitments. Each request by the Borrower for be a Swing Line Loan shall be deemed to be a representation by outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower that it is (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Revolving Credit Lender, including the Swing Line Lender, to make a Revolving Credit Loan as an ABR Loan in compliance with the proviso at the end an amount equal to such Revolving Credit Lender's Revolving Credit Commitment Percentage of the preceding sentence and with Section 4.2 after giving effect to principal amount of the requested Swing Line Loan. Within Loans (the "Refunded Swing Line Loans") outstanding on the date such limits of time and amount and subject to notice is given; provided that the other provisions of this Agreement, subsection shall not affect the Borrower may borrow, repay and reborrow Borrower's obligations to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(e). Unless the CoBank Cash Management Agreement Revolving Credit Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.5 shall apply), each Revolving Credit Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Credit Lender shall, at the option of the Swing Line Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan as an ABR Loan or (ii) purchase an undivided participating interest in effect such Swing Line Loans, in either case in an amount equal to such Revolving Credit Lender's Revolving Credit Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Borrower has elected (without modification) Revolving Credit Commitments of the aggregate principal amount of such Swing Line Loans. Each Revolving Credit Lender will make the proceeds of any Revolving Credit Loan made pursuant to its rule set instructions or similar document to have its accounts that are subject the immediately preceding sentence available to the CoBank Cash Management Agreement settle against Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Credit Commitments expire or terminate. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that the Revolving Credit Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Revolving Credit Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate, substantially in the form of Exhibit I, dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender's participating interest in a Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance Lender receives any outstanding Swing Line Loan. If at any time the aggregate principal balance of payment on account thereof, the Swing Line Loans then Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender's participating interest was outstanding exceeds and funded); provided, however, that in the event that such payment received by the Swing Line CommitmentLender is required to be returned, the Borrower shall be deemed to have requested the such Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant Credit Lender will return to the terms of Section 2.2(b)Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to any of the Borrower at any time or U.S. Borrowers from time to time after during the Closing Date toRevolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $50.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, but not Revolving Loans (including, without limitation, in the case of Revolving Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof) and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed by any Borrower under this subsection 2.7 may be repaid and, through but excluding the Maturity Date with respect to the Revolving Credit Facility; providedDate, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of reborrowed. All Swing Line Loans made to any Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Parent Borrower (on behalf of any Borrower) shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Lender prior to 12:00 Noon, New York City time, in the case of any Swing Line Loan shall be deemed to be a representation by made in Dollars) on the requested Borrowing Date specifying (1) the identity of the Borrower that it is in compliance with and (2) the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the The proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds Loan will be made available by the Swing Line Commitment, Lender to the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans identified in the amount such notice at an office of the difference Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in the manner and pursuant to the terms of Section 2.2(b)Dollars.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements provided no Default or Event of the Revolving Lenders set forth in this Section 2.3Default shall have occurred and be continuing, the Swing Line Lender shall Chase agrees to make Swing Line Loans swing line loans to the Borrower at any time or (individually, a "Swing Line Loan"; collectively the "Swing Line Loans") from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit Facility; providedCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $15,000,000, provided that after giving effect to any such Swing Line Loan, (i) at no time shall the aggregate principal amount of Swing Line Loans outstanding, when added to Chase's then Aggregate Outstanding Revolving Extensions of Credit, exceed Chase's Revolving Credit Commitment. Amounts borrowed under this subsection 2.16 may be repaid and, through but excluding the Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not exceed the be entitled to be converted into Eurodollar Loans. Each borrowing of Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan Loans shall be deemed in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. The Borrower shall give Chase irrevocable notice (which notice must be a representation received by Chase prior to 11:00 A.M., New York City time), on the Borrower that it is in compliance with requested Borrowing Date specifying the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. Unless the CoBank Cash Management Agreement is in effect and the Borrower has elected (without modification) pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan, the Borrower shall not use the The proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds Loan will be made available by Chase to the Borrower at the office of Chase by crediting the account of the Borrower at such office with such proceeds. The Swing Line CommitmentLoans shall mature on the Termination Date and bear interest for the period from the date thereof to the Termination Date on the unpaid principal amount thereof from time to time outstanding the applicable interest rate per annum determined as provided in, and payable as specified in, subsection 2.19. (b) Chase at any time in its sole and absolute discretion, may, and on each Monday (or if such day is not a Business Day, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount next Business Day) shall, on behalf of the difference in the manner and pursuant Borrower (which hereby irrevocably directs Chase to the terms of Section 2.2(b).act on its behalf) request prior to 11:00 A.M.,

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make Swing Line Loans swing line loans (individually, a "SWING LINE LOAN"; collectively, the "SWING LINE LOANS") to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to during the Revolving Credit Facility; providedCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $5,000,000, PROVIDED that after giving effect to any such at no time may the sum of the then outstanding Revolving Credit Loans, Swing Line LoanLoans and L/C Obligations exceed the Revolving Credit Commitments then in effect. Amounts borrowed by the Borrower under this subsection 2.19 may be repaid and, (i) through but excluding the aggregate amount Termination Date, reborrowed. Swing Line Loans may not be prepaid without the consent of the Swing Line Lender. All Swing Line Loans shall be made as Negotiated Rate Loans and shall not exceed be entitled to be converted into Eurodollar Loans or ABR Loans. The Borrower shall give the Swing Line Commitment and Lender irrevocable notice (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which notice must be received by the Borrower for a Swing Line Loan shall be deemed Lender prior to be a representation by 12:00 Noon, New York City time) on the Borrower that it is in compliance with requested Borrowing Date specifying the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other provisions Borrower at the office of this Agreement, the Swing Line Lender by crediting the account of the Borrower may borrow, repay at such office with such proceeds in Dollars. Each Negotiated Rate Loan shall mature and reborrow be payable at the end of the Interest Period applicable thereto. (b) The Swing Line Loans shall, if requested by the Swing Line Lender, be evidenced by a promissory note of the Borrower substantially in the form of Exhibit C, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the "SWING LINE NOTE"), payable to the order of the Swing Line Lender and representing the obligation of the Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans, with interest thereon as prescribed in subsection 2.19 (a) The Swing Line Lender is hereby authorized to record the Borrowing Date, the amount of each Swing Line Loan and the date and amount of each payment or prepayment of principal thereof, on its internal books and records and/or on the schedule annexed to and constituting a part of the Swing Line Note and any such recordation on such schedule shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded, PROVIDED that the failure by the Swing Line Lender to make any such recordation or any error in any such recordation shall not affect the obligations of the Borrower under this Agreement or the Swing Line Note. The Swing Line Note shall (a) be dated the Closing Date, (b) be stated to mature on the Termination Date and (c) provide for the payment of interest in accordance with this Section 2.3subsection 2.10. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender to make a Revolving Credit Loan in an amount equal to such Lender's Revolving Credit Commitment Percentage of the principal amount of the Swing Line Loans (the "REFUNDED SWING LINE LOANS") outstanding on the date such notice is given. Unless the CoBank Cash Management Agreement is Revolving Credit Commitments shall have expired or terminated (in effect and which event the Borrower has elected procedures of paragraph (without modificationd) of this subsection 2.19 shall apply), each Lender will make the proceeds of the Revolving Credit Loan made by it pursuant to its rule set instructions or similar document to have its accounts that are subject the immediately preceding sentence available to the CoBank Cash Management Agreement settle against Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lender exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Lender's Revolving Credit Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each Lender will make the proceeds of any Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Credit Commitments expire or terminate. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph, each Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation, and upon receipt thereof the Swing Line Lender will deliver to any such Lender that so requests a confirmation of such Lender's undivided participating interest in the Swing Line Loans dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's participating interest in a Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance Lender receives any outstanding Swing Line Loan. If at any time the aggregate principal balance of payment on account thereof, the Swing Line Loans then Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding exceeds and funded); PROVIDED, HOWEVER, that in the event that such payment received by the Swing Line CommitmentLender is required to be returned, the Borrower shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount of the difference in the manner and pursuant such Lender will return to the terms of Section 2.2(b)Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the any Borrower at any time or from time to time after during the Closing Date toCommitment Period in an aggregate principal amount at any one time outstanding not to exceed $170.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Loans and L/C Obligations exceed the lesser of the Commitments then in effect and the Borrowing Base as then in effect (based on the Borrowing Base Certificate last delivered). Amounts borrowed by any Borrower under this subsection 2.4 may be repaid and, through but not including, excluding the Maturity Date with respect to the Revolving Credit Facility; providedDate, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of reborrowed. All Swing Line Loans made to any Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into EurocurrencyTerm SOFR Loans. The Borrower Representative (on behalf of any Borrower) shall give the Swing Line Commitment Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 P.Mp.m., New York City time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) Each Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the ClosingAmendment No. 3 Effective Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the order of the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated as of the ClosingAmendment No. 3 Effective Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9.1(f)) each Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Commitment Percentage of the principal amount of all Swing Line Loans ( a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Lender’s Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of any Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(b). Unless the CoBank Cash Management Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Lender hereby agrees to make the proceeds of its Revolving Loan (including, without limitation, any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noonp.m., New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans (including, without limitation, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Lender’s Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Lenders to share in such Swing Line Loans ratably based upon their respective Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noonp.m., New York City time, in funds immediately available on the Business Day next succeeding the date on which the Commitments expire or terminate. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Commitments. In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated as of the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from any Borrower shall not use the proceeds in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.Mp.m., New York City time, on a Business Day, distribute to such Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower shall Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lxxxxx’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be deemed returned, such Lender will return to have requested the Revolving Lenders Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Lender’s obligation to make Revolving Loans and to purchase participating interests with respect to Swing Line Loans in the amount accordance with subsections 2.4(c) and 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any of the difference Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other Lender; (v) any inability of any of the Borrowers to satisfy the terms conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of Section 2.2(b)the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to any of the Borrower at any time or Borrowers from time to time after during the Closing Date toRevolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $20.0 million; provided that at no time may the sum of the then outstanding Swing Line Loans, Revolving Loans and L/C Obligations exceed the Revolving Commitments then in effect. Amounts borrowed by any Borrower under this subsection 2.4 may be repaid and, through but not including, excluding the Maturity Date with respect to the Revolving Credit Facility; providedDate, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of reborrowed. All Swing Line Loans made to any Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurocurrency Loans. The Borrower Representative (on behalf of any Borrower) shall give the Swing Line Commitment Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 4:00 P.M, New York City time) on the requested Borrowing Date specifying (1) the identity of the Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. Within such limits The proceeds of time and amount and subject the Swing Line Loan will be made available by the Swing Line Lender to the other Borrower identified in such notice at an office of the Swing Line Lender by crediting the account of such Borrower at such office with such proceeds in Dollars. (b) Each Borrower agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit A-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the order of the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9(f)) each Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all Swing Line Loans ( a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of any Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(d). Unless the CoBank Cash Management Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Lender hereby agrees to make the proceeds of its Revolving Loan (including, without limitation, any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans (including, without limitation, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from any Borrower shall not use the proceeds in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.4(c) and 2.4(d) shall be deemed to have requested the Revolving Lenders to make Revolving Loans in the amount absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any of the difference Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other Lender; (v) any inability of any of the Borrowers to satisfy the terms conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of Section 2.2(b)the foregoing.

Swing Line Commitments. (a) Subject to the terms terms, conditions, representations and conditions hereof and relying upon warranties contained in the agreements of the Revolving Lenders set forth in this Section 2.3Loan Documents, the Swing Line Lender shall agrees to make swing line loans (individually, a "Swing Line Loans Loan"; collectively, the "Swing Line Loans") to the Borrower at any time or from time to time after until the Closing Date to, but not includingSwing Line Termination Date; provided that, the Maturity Date with respect to the Revolving Credit Facility; providedSwing Line Lender may not make any Swing Line Loan if, that after giving effect to any such Swing Line Loan, either (i) the aggregate amount of all Swing Line Loans outstanding would exceed the lesser of (x) $10,000,000 or (y) the Aggregate Available Commitments or (ii) the Aggregate Outstanding Extensions of Credit of all Lenders would exceed the Total Commitment. Amounts borrowed by the Borrower under this Section 2.4 may be repaid and, through but excluding the Swing Line Termination Date, reborrowed. All Swing Line Loans shall be made as ABR Loans and shall not exceed be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Commitment and Lender a Notice of Borrowing (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request which Notice of Borrowing must be received by the Borrower for a Swing Line Loan shall be deemed Lender prior to be a representation by 1:00 P.M., Dallas, Texas time) on the Borrower that it is in compliance with requested Borrowing Date specifying the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan, which shall be in a minimum amount of $500,000 or whole multiples of $100,000 in excess thereof. Within such limits The proceeds of time and amount and subject each Swing Line Loan will be made available by the Swing Line Lender to the other provisions Borrower at the office of this Agreementthe Swing Line Lender by crediting the account of the Borrower, as so directed by the Borrower in a Notice of Borrowing, with such proceeds in Dollars. (b) The Borrower agrees that, upon the request of the Swing Line Lender, in order to evidence the Swing Line Loans, the Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit ------- F-2, with appropriate insertions (as the same may borrowbe amended, repay supplemented, --- replaced or otherwise modified from time to time, the "Swing Line Note"), payable to the order of the Swing Line Lender and reborrow in a principal amount equal to $10,000,000 with interest thereon as prescribed in Section 4.1. The Swing Line Note shall (i) be dated the Effective Date or the date of any reissuance of such Swing Line Note, (ii) be stated to mature on the Swing Line Termination Date and (iii) provide for the payment of interest in accordance with Section 4.1. (c) The Swing Line Lender, at any time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request each Lender, including the Swing Line Lender, to make a Committed Loan as an ABR Loan in an amount equal to such Lender's Specified Percentage of the principal amount of the Swing Line Loans (the "Refunded Swing Line Loans") outstanding on the date such notice is given. Each Lender will make the proceeds of its Committed Loan available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, Dallas, Texas time, in accordance with this Section 2.3funds immediately available on the Business Day next succeeding the date such notice is given. Unless The proceeds of such Committed Loans shall be immediately applied to repay the CoBank Cash Management Agreement is Refunded Swing Line Loans. (d) If, for any reason, Committed Loans may not be (as determined by the Administrative Agent in effect and the Borrower has elected (without modification) its sole discretion), or are not, made pursuant to its rule set instructions or similar document Section 2.4(c) to repay Swing Line Loans as required by such Section, then, effective on the date such Committed Loans would otherwise have its accounts been made, each Lender severally, unconditionally and irrevocably agrees that are subject it shall purchase an undivided participating interest in such Swing Line Loans ("Unrefunded Swing Line Loans"), in an amount equal to such Lender's Specified Percentage of the amount of Unrefunded Swing Line Loans (which amount, if the Commitments shall have terminated, shall be determined on the basis of such Lender's Specified Percentage (determined on the date of, and immediately prior to, termination of the Commitments). In the event that the Lenders purchase undivided participating interests pursuant to the CoBank Cash Management Agreement settle against first sentence of this paragraph (d), each Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Lender such Lender's participating interest in a Swing Line Loan, the Borrower shall not use the proceeds of any Swing Line Loan to refinance Lender receives any outstanding Swing Line Loan. If at any time the aggregate principal balance of payment on account thereof, the Swing Line Loans then Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding exceeds and funded); provided, that in the event that such payment received by the Swing Line CommitmentLender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Notwithstanding anything to the contrary in this Agreement, each Lender's obligation to make the Committed Loans referred to in Section 2.4(c) and to purchase and fund participating interests pursuant to Section 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to have requested satisfy any of the Revolving Lenders to make Revolving Loans other conditions specified in Section 6; (iii) any adverse change in the amount condition (financial or otherwise) of any Loan Party; (iv) any breach of this Agreement or any other Loan Document by any Loan Party or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the difference in the manner and pursuant to the terms of Section 2.2(b)foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon hereof, the agreements Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) to any U.S. Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $100.0 million; provided that the Swing Line Lender shall not make any Swing Line Loans if, after doing so, the Aggregate U.S. Facility Revolving Lender Exposure or the sum of the Aggregate U.S. Borrower Revolving Lenders Extensions and the outstanding principal amount of the Term Loans would exceed the applicable limitations set forth in subsection 2.1. Amounts borrowed by any U.S. Borrower under this Section 2.3subsection 2.4 may be repaid and, through but excluding the Extended Maturity Date, reborrowed. All Swing Line Loans made to any U.S. Borrower shall be made in Dollars as ABR Loans and shall not be entitled to be converted into Eurocurrency Loans. The U.S. Borrower Representative (on behalf of any U.S. Borrower) shall give the Swing Line Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 3:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the identity of the U.S. Borrower and (2) the amount of the requested Swing Line Loan, which shall be in a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the U.S. Borrower identified in such notice at an office of the Swing Line Lender by wire transfer to the account of such U.S. Borrower specified in such notice. (b) Each of the U.S. Borrowers agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit I-2,3, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the order of the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1.4.1; provided that, in the case of any request made in connection with the Third Amendment to Credit Agreement, the Swing Line Lender shall make return to the Parent Borrower any Swing Line Loans Note previously delivered to the Borrower Swing Line Lender pursuant to this subsection 2.4(b). The Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Extended Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1. (c) The Swing Line Lender, at any time or from in its sole and absolute discretion, may, and, at any time to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans as there shall not exceed the Swing Line Commitment and (ii) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to be have been automatically made upon the occurrence of an Event of Default under subsection 9(f)) each U.S. Facility Revolving Lender, including the Swing Line Lender, to make a representation by the Borrower that it is U.S. Facility Revolving Credit Loan as an ABR Loan in compliance with the proviso at the end an amount equal to such U.S. Facility Revolving Lender’s U.S. Facility Revolving Commitment Percentage of the preceding sentence and with Section 4.2 after giving effect to the requested principal amount of all Swing Line Loan. Within Loans (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such limits U.S. Facility Revolving Lender’s U.S. Facility Revolving Commitment Percentage of time and the principal amount and subject to of all of the other Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of any U.S. Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of subsection 4.4(b). Unless the CoBank Cash Management U.S. Facility Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each U.S. Facility Revolving Lender hereby agrees to make the proceeds of its U.S. Facility Revolving Credit Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the U.S. Facility Revolving Commitment of such, or any other, U.S. Facility Revolving Lender at such time. The proceeds of such U.S. Facility Revolving Credit Loans (including, any Eurocurrency Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the U.S. Facility Revolving Commitments shall expire or terminate at any time (other than a termination of the Revolving Credit-1 Commitments on the Non-Extended Maturity Date) while Swing Line Loans are outstanding, each U.S. Facility Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the U.S. Facility Revolving Commitments, make a U.S. Facility Revolving Credit Loan as an ABR Loan (which U.S. Facility Revolving Credit Loan shall be deemed a “U.S. Facility Revolving Credit Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such U.S. Facility Revolving Lender’s U.S. Facility Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the U.S. Facility Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each U.S. Facility Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such U.S. Facility Revolving Lenders to share in such Swing Line Loans ratably based upon their respective U.S. Facility Revolving Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing U.S. Facility Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to U.S. Facility Revolving Credit Loans made as ABR Loans. Each U.S. Facility Revolving Lender will make the proceeds of any U.S. Facility Revolving Credit Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the U.S. Facility Revolving Commitments expire or terminate (other than the Non-Extended Maturity Date) and in the currency in which such Swing Line Loans were made. The proceeds of such U.S. Facility Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the U.S. Facility Revolving Commitments. In the event that the U.S. Facility Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each U.S. Facility Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such U.S. Facility Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any U.S. Facility Revolving Lender such U.S. Facility Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from any Borrower shall not use the proceeds in respect of any such Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance or otherwise, including proceeds of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such U.S. Facility Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Borrower Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Facility Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each U.S. Facility Revolving Lender’s obligation to make the U.S. Facility Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.4(c) and 2.4(d) shall be deemed to have requested the absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such U.S. Facility Revolving Lenders to make Revolving Loans in the amount Lender or any of the difference Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the manner and pursuant Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other U.S. Facility Revolving Lender; (v) any inability of any of the Borrowers to satisfy the terms conditions precedent to borrowing set forth in this Agreement on the date upon which such U.S. Facility Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of Section 2.2(b)the foregoing.

Swing Line Commitments. (a) Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Lenders set forth in this Section 2.3hereof, the Swing Line Lender shall agrees to make swing line loans (individually, a “Swing Line Loans Loan”; collectively, the “Swing Line Loans”) to the Borrower at any time or from time to time after during the Closing Date toInitial Revolving Commitment Period in an aggregate principal amount at any one time outstanding not to exceed $15,000,000; provided that at no time may the sum of the then outstanding Swing Line Loans, but not including, the Maturity Date with respect to Revolving Loans and L/C Obligations exceed the Revolving Credit Facility; providedCommitments then in effect. Amounts borrowed by any Borrower under this Subsection 2.7 may be repaid and, that after giving effect to any such Swing Line Loanthrough but excluding the Initial Revolving Maturity Date, (i) the aggregate amount of reborrowed. All Swing Line Loans made to the Borrower shall be made in Dollars as ABR Loans and shall not exceed be entitled to be converted into Eurodollar Loans. The Borrower shall give the Swing Line Commitment Lender irrevocable notice (which notice must be received by the Swing Line Lender prior to 2:00 P.M., New York City time (or such later time as may be agreed by the Swing Line Lender in its reasonable discretion) on the requested Borrowing Date specifying (1) the identity of the Borrower and (ii2) the Revolving Credit Facility Usage shall not exceed the Revolving Commitments. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end amount of the preceding sentence and with Section 4.2 after giving effect to the requested Swing Line Loan. Within , which shall be in a minimum amount of $100,000 or whole multiples of $50,000 in excess thereof. (b) [Reserved]. (c) The Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than seven Business Days, the Swing Line Lender shall, on behalf of the Borrower (which hereby irrevocably directs and authorizes the Swing Line Lender to act on its behalf), request (provided that such limits request shall be deemed to have been automatically made upon the occurrence of time and an Event of Default under Subsection 9.1(f)) each Revolving Lender, including the Swing Line Lender, to make a Revolving Loan as an ABR Loan in an amount and subject equal to such Lender’s Revolving Commitment Percentage of the other principal amount of all Swing Line Loans made in Dollars (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Revolving Lender’s Revolving Commitment Percentage of the principal amount of all of the Swing Line Loans (collectively, the “Refunded Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this Agreement, subsection shall not affect the obligations of the Borrower may borrow, repay and reborrow to prepay Swing Line Loans in accordance with this Section 2.3the provisions of Subsection 4.4(d). Unless the CoBank Cash Management Revolving Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this Subsection 2.7 shall apply), each Revolving Lender hereby agrees to make the proceeds of its Revolving Loan (including any Eurodollar Loan) available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Subsection 6.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Revolving Commitment of such, or any other, Lender at such time. The proceeds of such Revolving Loans (including any Eurodollar Loan) shall be immediately applied to repay the Refunded Swing Line Loans. (d) If the Revolving Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Revolving Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (i) notwithstanding the expiration or termination of the Revolving Commitments, make a Revolving Loan as an ABR Loan (which Revolving Loan shall be deemed a “Revolving Loan” for all purposes of this Agreement is in effect and the other Loan Documents) or (ii) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Revolving Lender’s Revolving Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Revolving Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower has elected on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Revolving Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages; provided, further, that (without modificationx) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to its rule set instructions or similar document this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have its accounts that are subject occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans made as ABR Loans. Each Revolving Lender will make the proceeds of any Revolving Loan made pursuant to the CoBank Cash Management Agreement settle against immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Commitments expire or terminate and in Dollars. The proceeds of such Revolving Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Commitments. In the event that the Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Revolving Lender shall immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Line Lender will deliver to such Revolving Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount. (e) Whenever, at any time after the Swing Line Lender has received from any Revolving Lender such Revolving Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from the Borrower shall not use the or otherwise, including proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of Collateral applied thereto by the Swing Line Loans then outstanding exceeds Lender), or any payment of interest on account thereof, the Swing Line CommitmentLender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Revolving Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Revolving Lender’s obligation to make the Revolving Loans and to purchase participating interests with respect to Swing Line Loans in accordance with Subsections 2.7(c) and 2.7(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swing Line Lender, the Borrower shall be deemed to have requested or any other Person for any reason whatsoever, (ii) the Revolving Lenders to make Revolving Loans occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the amount condition (financial or otherwise) of the difference Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender, (v) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the manner and pursuant date upon which such Revolving Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the terms of Section 2.2(b)foregoing.